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

Notice and Defense of Third Party Claims. If any action, claim or proceeding shall be brought or asserted against an indemnified party or any successor thereto (the “Indemnified Persons”) including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in respect of which indemnity may be sought under this Article 11 from an indemnifying person and/or any successor thereto (the “Indemnifying Person”), the Indemnified Person shall give prompt written notice of any such action or claim to the Indemnifying Person who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation hereunder only to the 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 reasonable 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 unless the Indemnified Persons shall have delivered to the Indemnifying Person an opinion of counsel that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten days after notice, of any such action or claim, fails to assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or 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 11 to the contrary withstanding, the Indemnifying Person shall not, without the Indemnified Persons’ prior written 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 written consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or claim that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof for release by the claimant or the plaintiff of the Indemnified Person from all liability in respect to such action, claim or proceeding. As a condition to asserting any rights under this Article 11, each Purchaser’s Indemnified Person must appoint Purchaser, and Seller’s Indemnified Person must appoint Xxxxxx Xxxxxxxxx, as its sole agent for all matters relating to any claim hereunder.

Notice and Defense of Third Party Claims. If any action, claim or proceeding Proceeding shall be brought or asserted by a third party under this Article against an indemnified party or any successor thereto (the “"Indemnified Persons”Person") including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in respect of which indemnity may be sought under this Article 11 from an indemnifying person and/or or any successor thereto (the “"Indemnifying Person”)") pursuant to any Proceeding, the Indemnified Person shall give prompt written notice of any such action or claim Proceeding to the Indemnifying 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; except provided, that any delay or failure so to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation 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 Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings 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 Person unless both the Indemnified Person and the Indemnifying Person are named as parties and unless the Indemnified Persons shall have delivered to the Indemnifying Person an opinion in good faith determine that there exist actual or potential conflicts of counsel that interest which make representation by the same counsel is inappropriate. 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 Person, within ten 20 days after notice, notice of any such action or claimProceeding, fails to assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding Proceeding for the account of and at the expense of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding Proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. Anything Notwithstanding anything in this Article 11 to the contrary withstandingcontrary, the Indemnifying Person shall not, without the Indemnified Persons’ Person's prior written consentconsent (which consent shall not be unreasonably withheld or delayed), settle or compromise any action or claim Proceeding 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 written consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or claim that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof for release by the claimant or the plaintiff of the Indemnified Person from all liability in respect to such action, claim or proceeding. As a condition to asserting any rights under this Article 11, each Purchaser’s Indemnified Person must appoint Purchaser, and Seller’s Indemnified Person must appoint Xxxxxx Xxxxxxxxx, as its sole agent for all matters relating to any claim hereunderProceeding.

Notice and Defense of Third Party Claims. If any actionthird party demand, claim claim, action or proceeding shall be brought or asserted under this Article 5 against an indemnified party or any successor thereto (the “"Indemnified Persons”Person") including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in respect of which indemnity may be sought under this Article 11 5 from an indemnifying person and/or or any successor thereto (the “"Indemnifying Person”"), the Indemnified Person shall give prompt written notice of any such action or claim thereof to the Indemnifying Person who shall have the right to assume the defense thereofits defense, including the employment hiring of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation hereunder obligations under this Article 5 only to the 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 reasonable 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 unless the Indemnified Persons shall have delivered to the Indemnifying Person an opinion of counsel and the Indemnified Person shall in good faith agree that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten days after notice, notice of any such action or claim, fails to does not assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or 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 11 5 to the contrary withstandingnotwithstanding, the Indemnifying Person shall not, without the Indemnified Persons’ Person's prior written 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 's prior written consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or claim that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof for the release by the claimant or the plaintiff of the Indemnified Person from all liability in respect to of such action, claim or proceeding. As a condition to asserting any rights under this Article 11, each Purchaser’s Indemnified Person must appoint Purchaser, and Seller’s Indemnified Person must appoint Xxxxxx Xxxxxxxxx, as its sole agent for all matters relating to any claim hereunder.

Notice and Defense of Third Party Claims. If any action, claim or proceeding shall be brought or asserted under this Article 12 against an indemnified party or any successor thereto (the “"Indemnified Persons”Person") including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in respect of which indemnity may be sought under this Article 11 12 from an indemnifying person and/or or any successor thereto (the “"Indemnifying Person”"), the Indemnified Person shall give prompt written notice of any such action or claim to the Indemnifying Person who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation obligations hereunder only to the 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 reasonable 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 unless the Indemnified Persons Person shall have delivered to the Indemnifying Person an opinion of counsel in good faith determine that representation by the same counsel is inappropriateinappropriate due to material conflicts of interest. In the event that the Indemnifying Person, within ten days after notice, notice of any such action or claim, fails to assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume to the defense of such action, claim or 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 11 12 to the contrary withstandingnotwithstanding, the Indemnifying Person shall not, without the Indemnified Persons’ Person's prior written 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 written consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or claim that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof for the release by the claimant or the plaintiff of the Indemnified Person from all liability in respect to of such action, claim or proceeding. As a condition to asserting any rights under this Article 11, each Purchaser’s Indemnified Person must appoint Purchaser, and Seller’s Indemnified Person must appoint Xxxxxx Xxxxxxxxx, as its sole agent for all matters relating to any claim hereunder.

Notice and Defense of Third Party Claims. (a) If any action, claim or proceeding (other than a proceeding described in Section 6.5(b)) shall be brought or asserted under this Article against an indemnified party or any successor thereto (the “Indemnified PersonsPerson”) including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in respect of which indemnity may be sought under this Article 11 from an indemnifying person and/or or any successor thereto (the “Indemnifying Person”)) pursuant to any civil or regulatory proceeding, the Indemnified Person shall give prompt written notice of any such action or claim proceeding to the Indemnifying Person who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except provided, that any delay or failure so to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation obligations hereunder only to the extent, if at all, that it is materially 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. In addition, actual or threatened action by a Governmental Authority or other Person is not a condition or prerequisite to the Indemnifying Person’s obligations under this Article. 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 reasonable 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 unless the Indemnified Persons shall have delivered to the Indemnifying Person an opinion in good faith determine that there exist actual or potential conflicts of counsel that interest which make representation by the same counsel is inappropriate. 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 Person, within ten 20 days after notice, notice of any such action or claimproceeding, fails to assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of and at the expense of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or 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 11 to the contrary withstandingnotwithstanding, the Indemnifying Person shall not, without the Indemnified Persons’ prior written 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 written consent, settle or compromise any such action, claim or proceeding or consent to the entry of any judgment with respect to any such action or claim that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof for release by the claimant or the plaintiff of the Indemnified Person from all liability in respect to such action, claim or proceeding. As a condition to asserting any rights under this Article 11, each Purchaser’s Indemnified Person must appoint Purchaser, and Seller’s Indemnified Person must appoint Xxxxxx Xxxxxxxxx, as its sole agent for all matters relating to any claim hereunder.

Notice and Defense of Third Party Claims. If any action, claim or proceeding shall be brought or asserted against an indemnified A party or any successor thereto (the “Indemnified Persons”) including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in respect of which indemnity may be sought seeking indemnification under this Article 11 from an indemnifying person and/or any successor thereto IX (the “Indemnifying Person”), the Indemnified Person "Indemnitee") shall give prompt written notice of any such action or claim to the Indemnifying Person who party from whom indemnification is sought (the "Indemnitor") of the assertion of a claim for indemnification, and the Indemnitor shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Person Indemnitee and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person Indemnitor shall relieve the Indemnifying Person of its obligation obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. The Indemnified Person Indemnitee 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 reasonable fees and expenses of such counsel shall be at the expense of the Indemnified Person Indemnitee unless both the Indemnified Person Indemnitee and the Indemnifying Person Indemnitor are named as parties and unless the Indemnified Persons Indemnitee shall have delivered to the Indemnifying Person an opinion of counsel in good faith determine that representation by the same counsel is inappropriate. In the event that the Indemnifying PersonIndemnitor, within ten days after notice, notice of any such action or claim, fails to assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person Indemnitee shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereofIndemnitor. Anything in this Article 11 IX to the contrary withstandingnotwithstanding, the Indemnifying Person Indemnitor shall not, without the Indemnified Persons’ Indemnitee's prior written 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 PersonIndemnitor. The Indemnifying Person Indemnitor may, without the Indemnified Person’s Indemnitee's prior written consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or claim that requires solely the payment of money damages by the Indemnifying Person Indemnitor and that includes as an unconditional term thereof for the release by the claimant or the plaintiff of against the Indemnified Person Indemnitee from all liability in respect to of such action, claim or proceeding. As a condition to asserting any rights under this Article 11, each Purchaser’s Indemnified Person must appoint Purchaser, and Seller’s Indemnified Person must appoint Xxxxxx Xxxxxxxxx, as its sole agent for all matters relating to any claim hereunder.

Notice and Defense of Third Party Claims. If any claim, action, claim suit, investigation or proceeding shall be brought or asserted under Section 10.2 or 10.3 against an indemnified party Buyer or any successor thereto of its Affiliates or Seller or any of its Affiliates, respectively (the “each an "Indemnified Persons”) including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second IntervenorPerson"), in respect of which indemnity may be sought under this Article 11 either such Section from an the relevant indemnifying person and/or any successor thereto (the “"Indemnifying Person”"), the Indemnified Person shall give prompt written notice of any such action action, suit, investigation or claim proceeding to the Indemnifying Person Person, who shall assume the defense thereof, thereof (including the employment of counsel reasonably satisfactory to the Indemnified Person Person) and the payment of all expensesexpenses related thereto; except provided, however that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation obligations hereunder only to the extent, if at all, that it the Indemnifying Person is materially prejudiced by reason of such delay or failure. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actionssuch action, claims suit, investigation or proceedings proceeding and to participate in the defense thereof, but the reasonable fees and expenses disbursements of such separate counsel shall be at the expense of borne by the Indemnified Person unless both the Indemnified Person and the Indemnifying Person are named as parties and unless the Indemnified Persons Person shall have delivered to the Indemnifying Person an opinion of counsel in good faith determine that representation by the same counsel is inappropriateinappropriate (in which later case the fees and disbursements of such separate counsel shall be at the expense of the Indemnifying Person). In the event that the Indemnifying Person, within ten (10) days after notice, notice of any such action action, suit, investigation or claimproceeding, fails to assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim suit, investigation or proceeding for the account of the Indemnifying Person, subject to the right of and all costs, fees and expenses thereof shall be deemed Claims for which the Indemnifying Person to assume the defense of such action, claim or proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereofshall be responsible. Anything in this Article 11 Section to the contrary withstandingnotwithstanding, the Indemnifying Person shall not, without the Indemnified Persons’ Person's prior written consent, settle or compromise any action action, suit, investigation or claim proceeding or consent to the entry of any judgment with respect or order thereunder. Notwithstanding any other provision herein to any actionthe contrary, claim or proceeding for anything other than money damages paid by the Indemnifying Person. The no Indemnifying Person mayshall be required to Indemnify an Indemnified Person for any judgment issued by any judicial, without administrative, arbitral or other body until such judgment represents a final, unappealable judgment of such body of competent jurisdiction over the Indemnified Person’s prior written consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or claim that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof for release by the claimant or the plaintiff of the Indemnified Person from all liability in respect to such action, claim or proceeding. As a condition to asserting any rights under this Article 11, each Purchaser’s Indemnified Person must appoint Purchaser, and Seller’s Indemnified Person must appoint Xxxxxx Xxxxxxxxx, as its sole agent for all matters relating to any claim hereunderParty.

Notice and Defense of Third Party Claims. If any action, claim or proceeding Action shall be ---------------------------------------- brought or asserted under this Article VII against an indemnified party or any successor thereto (the “"Indemnified Persons”Person") including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in respect of which indemnity may be sought under this Article 11 VII from an indemnifying person and/or or any successor thereto (the “"Indemnifying Person”"), the Indemnified Person shall give prompt written notice of any such action or claim Action to the Indemnifying Person who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except provided, that any delay or failure so to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation obligations hereunder only to the 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 Action and to participate in the defense thereof, but the reasonable fees and expenses of such counsel shall be at the expense of the Indemnified Person unless both the Indemnified Person and shall in good faith determine that there exist actual or potential conflicts of interest which make representation by counsel for the Indemnifying Person are named as parties and unless inappropriate. The Indemnified Person's right to participate in the Indemnified Persons defense or response to any Action shall have delivered not be deemed to the Indemnifying Person an opinion of counsel that representation by the same counsel is inappropriatelimit or otherwise modify its rights under this Article VII. In the event that the Indemnifying Person, within ten five days after notice, notice of any such action or claimAction, fails in writing to assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding Action for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding 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 11 VII to the contrary withstandingnotwithstanding, the Indemnifying Person shall not, without the Indemnified Persons’ Person's prior written consent, settle or compromise any action or claim Action or consent to the entry of any judgment with respect to any action, claim or proceeding Action for anything other than money damages paid by the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person’s 's prior written consent, settle or compromise any such action, claim or proceeding Action or consent to entry of any judgment with respect to any such action or claim Action that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof for the release by the claimant or the plaintiff of the Indemnified Person from all liability in respect to of such action, claim or proceeding. As a condition to asserting any rights under this Article 11, each Purchaser’s Indemnified Person must appoint Purchaser, and Seller’s Indemnified Person must appoint Xxxxxx Xxxxxxxxx, as its sole agent for all matters relating to any claim hereunderAction.

Notice and Defense of Third Party Claims. If any action, claim or proceeding shall be brought or asserted under this Section 9 against an indemnified party any Intellisync Indemnified Party or any successor thereto SoftVision Indemnified Party (the each an “Indemnified PersonsPerson”) including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in respect of any claim by a third party for which indemnity may be sought under this Article 11 Section 9 from an indemnifying person and/or or any successor thereto (the “Indemnifying Person”), the Indemnified Person shall give prompt written notice of any such action or claim to the Indemnifying Person who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure so to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation obligations hereunder only to the extent, if at all, that it (x) the Indemnified Person is materially prejudiced by reason of such delay or failure, or (y) the Indemnified Person fails to give notice of its claim. 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 reasonable 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 unless the Indemnified Persons Person shall have delivered to the Indemnifying Person an opinion of counsel in good faith determine that representation by the same counsel is inappropriateinappropriate or presents conflicts of interest. In the event that the Indemnifying Person, within ten thirty (30) days after notice, notice of any such action or claim, fails to assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person shall have the right to undertake the defense, compromise or settlement good faith defense of such action, claim or proceeding proceeding, with legal counsel chosen by the Indemnified Person, for the account of and at the expense of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or 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 11 Section 10 to the contrary withstandingnotwithstanding, (a) the Indemnifying Person shall not, without the Indemnified Persons’ Person’s prior written 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; provided that such settlement or compromise includes a general unconditional release of the Indemnified Person and does not require any admission of any wrongdoing, liability or violation of law, and (b) the Indemnified Party shall not settle or compromise any action or claim or consent to the entry of any judgment, except where the Indemnifying Person has failed to assume the defense of such action or claim, and then only with the prior consent of the Indemnifying Party, which shall not be unreasonably withheld or delayed. The Indemnifying Person may, without the Indemnified Person’s prior written consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or claim that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof for release by the claimant or the plaintiff of the Indemnified Person from all liability in respect to such action, claim or proceeding. As a condition to asserting any rights under this Article 11, each Purchaser’s Indemnified Person must appoint Purchaser, and Seller’s Indemnified Person must appoint Xxxxxx Xxxxxxxxx, as its sole agent for all matters relating to any claim hereunderPerson.

Notice and Defense of Third Party Claims. If any action, claim or ---------------------------------------- proceeding shall be brought or asserted against an indemnified party or any successor thereto (the “"Indemnified Persons”Person") including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in respect of which indemnity may be sought under this Article 11 12 from an indemnifying person and/or or any successor thereto (the “"Indemnifying Person”"), the Indemnified Person shall give prompt written notice of any such action or claim to the Indemnifying Person who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation obligations hereunder only to the 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 reasonable 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 unless the Indemnified Persons Person shall have delivered to in good faith determine that the Indemnifying Person an opinion of counsel that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten days after notice, notice of any such action or claim, fails to assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying PersonPersons, subject to the right of the Indemnifying Person to assume assume, at its expense, the defense of such action, claim or 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 11 12 to the contrary withstandingnotwithstanding, the Indemnifying Person shall not, without the Indemnified Persons’ Person's prior written consent, not to be unreasonably withheld, settle or compromise any action or claim or consent to the entry of any judgment with respect to any action, claim or proceeding subject to this Section 12.4: (x) relating to Taxes; or (y) as to any other matter, for anything other than money damages paid by the Indemnifying Person. The As to any action, claim or proceeding subject to this Section 12.4, except as to matters relating to Taxes (for which the consent of the Indemnified Person shall be required, such consent not to be unreasonably withheld), the Indemnifying Person may, without the Indemnified Person’s 's prior written consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or claim that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof for the release by the claimant or the plaintiff of the Indemnified Person from all liability in with respect to such action, claim or proceeding. As a condition to asserting any rights under this Article 11, each Purchaser’s Indemnified Person must appoint Purchaser, and Seller’s Indemnified Person must appoint Xxxxxx Xxxxxxxxx, as its sole agent for all matters relating to any claim hereunder.

Notice and Defense of Third Party Claims. If any action, claim or proceeding shall be brought or asserted against an indemnified party or any successor thereto (the “"Indemnified Persons”Person") including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in respect of which indemnity may be sought under this Article Section 11 from an indemnifying person and/or or any successor thereto (the “"Indemnifying Person”"), the Indemnified Person shall give prompt written notice of any such action or claim proceeding to the Indemnifying Person who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except provided, that any delay or failure so to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation 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 Section 11. In addition, actual or threatened action by a governmental authority or other entity is not a condition or prerequisite to the Indemnifying Person's obligations under this Section 11. 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 reasonable 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 unless the Indemnified Persons shall have delivered to the Indemnifying Person an opinion in good faith determine that there exist actual or potential conflicts of counsel that interest which make representation by the same counsel is inappropriate. 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 Section 11. In the event that the Indemnifying Person, within ten 15 days after notice, notice of any such action or claimproceeding, fails to assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or 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 Section 11 to the contrary withstandingnotwithstanding, the Indemnifying Person shall not, without the Indemnified Persons’ Person's prior written consent, settle or compromise any action or claim proceeding 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 's prior written consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or claim proceeding that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof for the release by the claimant or the plaintiff of the Indemnified indemnified Person from all liability in respect to of such action, claim or proceeding. As a condition to asserting any rights under this Article 11, each Purchaser’s Indemnified Person must appoint Purchaser, and Seller’s Indemnified Person must appoint Xxxxxx Xxxxxxxxx, as its sole agent for all matters relating to any claim hereunder.

Notice and Defense of Third Party Claims. (a) If any action, claim or proceeding (other than a proceeding described in Section 6.5(b)) shall be brought or asserted under this Article against an indemnified party or any successor thereto (the “"Indemnified Persons”Person") including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in respect of which indemnity may be sought under this Article 11 from an indemnifying person and/or or any successor thereto (the “"Indemnifying Person”)") pursuant to any civil or regulatory proceeding, the Indemnified Person shall give prompt written notice of any such action or claim proceeding to the Indemnifying Person who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except provided, that any delay or failure so to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation obligations hereunder only to the extent, if at all, that it is materially 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. In addition, actual or threatened action by a Governmental Authority or other Person is not a condition or prerequisite to the Indemnifying Person's obligations under this Article. 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 reasonable 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 unless the Indemnified Persons shall have delivered to the Indemnifying Person an opinion in good faith determine that there exist actual or potential conflicts of counsel that interest which make representation by the same counsel is inappropriate. 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 Person, within ten 20 days after notice, notice of any such action or claimproceeding, fails to assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of and at the expense of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or 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 11 to the contrary withstandingnotwithstanding, the Indemnifying Person shall not, without the Indemnified Persons’ Person's prior written consent, settle or compromise any action or claim proceeding 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 written consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or claim that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof for release by the claimant or the plaintiff of the Indemnified Person from all liability in respect to such action, claim or proceeding. As a condition to asserting any rights under this Article 11, each Purchaser’s Indemnified Person must appoint Purchaser, and Seller’s Indemnified Person must appoint Xxxxxx Xxxxxxxxx, as its sole agent for all matters relating to any claim hereunder.

Notice and Defense of Third Party Claims. If any actionthird party demand, claim claim, action or proceeding shall be brought or asserted under Section 9.1 or 9.2 against an indemnified party or any successor thereto (the “Indemnified PersonsPerson”) including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in respect of which indemnity may be sought under this Article 11 Section 9.1 or 9.2 from an indemnifying person and/or or any successor thereto (the “Indemnifying Person”), the Indemnified Person shall give prompt written notice of any such action or claim thereof to the Indemnifying Person who shall have the right to assume the defense thereofits defense, including the employment hiring of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation hereunder obligations under Section 9.1 or 9.2 only to the 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 reasonable 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 unless the Indemnified Persons Person shall have delivered to the Indemnifying Person an opinion of counsel in good faith determine that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten days after notice, notice of any such action or claim, fails to does not assume the defense thereof, by written notice thereof or having undertaken the defense thereof fails to continue the Indemnified Persondefense of such action or claim, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or 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 11 Section 9.3 to the contrary withstandingnotwithstanding, the Indemnifying Person shall not, without the Indemnified Persons’ Person’s prior written consent, which shall not be unreasonably withheld or delayed, 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 written consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or claim that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof for the release by the claimant or the plaintiff of the Indemnified Person from all liability in respect to of such action, claim or proceeding. As a condition The Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to asserting any rights under this Article 11third party demand, each Purchaser’s Indemnified Person must appoint Purchaserclaim, action or proceeding and Seller’s Indemnified Person must appoint Xxxxxx Xxxxxxxxx, as its sole agent for all matters relating to any claim hereunderdamages incurred by the Indemnified Party in connection with the defense of such demand, claim, action or proceedings.

Notice and Defense of Third Party Claims. If any actionthird party demand, claim claim, action or proceeding shall be brought or asserted under Section 9.1 or 9.2 against an indemnified party or any successor thereto (the “Indemnified PersonsPerson”) including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in respect of which indemnity may be sought under this Article 11 Section 9.1 or 9.2 from an indemnifying person and/or or any successor thereto (the “Indemnifying Person”), the Indemnified Person shall give prompt written notice of any such action or claim thereof to the Indemnifying Person who shall have the right to assume the defense thereofits defense, including the employment hiring of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any . Any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation hereunder obligations under Section 9.1 or 9.2 only to the 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 reasonable 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 unless the Indemnified Persons Person shall have delivered to the Indemnifying Person an opinion of counsel in good faith determine that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten 30 days after notice, notice of any such action or claim, fails to does not assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or 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 11 Section 9.3 to the contrary withstandingnotwithstanding, the Indemnifying Person shall not, without the Indemnified Persons’ Person’s prior written 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 written consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or claim that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof for the release by the claimant or the plaintiff of the Indemnified Person from all liability Liability in respect to of such action, claim or proceeding. As a condition to asserting any rights under this Article 11, each Purchaser’s The Indemnifying Person shall promptly reimburse the Indemnified Person must appoint Purchaserfor the amount of any judgment rendered with respect to any third party demand, claim, action or proceeding and Seller’s for all damages incurred by the Indemnified Person must appoint Xxxxxx Xxxxxxxxxin connection with the defense of such demand, as its sole agent for all matters relating to any claim hereunderclaim, action or proceedings.

Notice and Defense of Third Party Claims. If any actionthird party demand, claim claim, action or proceeding shall be brought or asserted under this Article 9 against an indemnified party person or any successor thereto (the “Indemnified Persons”"INDEMNIFIED PERSON") including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in respect of which indemnity may be sought under this Article 11 9 from an indemnifying person and/or or any successor thereto (the “Indemnifying Person”"INDEMNIFYING PERSON"), the Indemnified Person shall give prompt written notice of any such action or claim thereof to the Indemnifying Person who shall have the right to assume the defense thereofits defense, including the employment hiring of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation hereunder obligations under this Article 9 only to the 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 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 Person unless both the Indemnified Person and the Indemnifying Person are named as parties and unless the Indemnified Persons Person shall have delivered to the Indemnifying Person an opinion of counsel in good faith determine that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten (10) days after notice, notice of any such action or claim, fails to does not assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or 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 11 9 to the contrary withstandingnotwithstanding, the Indemnifying Person shall not, without the Indemnified Persons’ Person's prior written consent, settle or compromise any action action, claim or claim proceeding 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 's prior written consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action action, claim or claim proceeding that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof for the release by the claimant or the plaintiff of the Indemnified Person from all liability in respect to of such action, claim or proceeding. As a condition to asserting any rights under this Article 11, each Purchaser’s Indemnified Person must appoint Purchaser, and Seller’s Indemnified Person must appoint Xxxxxx Xxxxxxxxx, as its sole agent for all matters relating to any claim hereunder.

Notice and Defense of Third Party Claims. If any actionthird party demand, claim claim, action or proceeding shall be brought or asserted under this Article 9 against an indemnified party or any successor thereto (the “"Indemnified Persons”Person") including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in respect of which indemnity may be sought under this Article 11 9 from an indemnifying person and/or or any successor thereto (the “"Indemnifying Person”"), the Indemnified Person shall give prompt written notice of any such action or claim thereof to the Indemnifying Person who shall have the right to assume the defense thereofits defense, including the employment hiring of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation hereunder obligations under this Article 9 only to the 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 reasonable 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 unless the Indemnified Persons Person shall have delivered to the Indemnifying Person an opinion of counsel in good faith determine that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten days after notice, notice of any such action or claim, fails to does not assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person Personal shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or 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 11 9 to the contrary withstandingnotwithstanding, the Indemnifying Person shall not, without the Indemnified Persons’ Person's prior written 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 's prior written consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or claim that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof for the release by the claimant or the plaintiff of the Indemnified Person from all liability in respect to of such action, claim or proceeding. As a condition to asserting any rights under this Article 11, each Purchaser’s Indemnified Person must appoint Purchaser, and Seller’s Indemnified Person must appoint Xxxxxx Xxxxxxxxx, as its sole agent for all matters relating to any claim hereunder.

Notice and Defense of Third Party Claims. If any action, claim or proceeding Proceeding ----------------------------------------- shall be brought or asserted under this Article against an indemnified party or any successor thereto (the “"Indemnified Persons”Person") including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in respect of which indemnity may be sought under this Article 11 from an indemnifying person and/or Person or any successor thereto (the “"Indemnifying Person”"), the Indemnified Person shall give prompt written notice of any such action or claim Proceeding to the Indemnifying Person who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except provided, that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation 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. In addition, actual or threatened action by a Governmental Entity or other entity is not a condition or prerequisite to the Indemnifying Person's obligations under this Article. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings 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 Person unless both the Indemnified Person and the Indemnifying Person are named as parties and unless the Indemnified Persons shall have delivered to the Indemnifying Person an opinion in good faith determine that there exist actual or potential conflicts of counsel that interest which make representation by the same counsel is inappropriate, as evidenced by the written opinion of outside counsel to the Indemnified Person. 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 Person, within ten 15 days after notice, notice of any such action or claimProceeding, fails to assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding Proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding 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 11 to the contrary withstandingnotwithstanding, the Indemnifying Person shall not, without the Indemnified Persons’ Person's prior written consent, which consent shall not be unreasonably withheld, settle or compromise any action or claim Proceeding or consent to the entry of any judgment with respect to any actionProceeding; provided, claim or proceeding for anything other than money damages paid by however, that the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person’s 's prior written consent, settle or compromise any such action, claim or proceeding Proceeding or consent to entry of any judgment with respect to any such action or claim Proceeding that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof for the release by the claimant or the plaintiff of the Indemnified Person from all liability in respect to of such action, claim or proceeding. As a condition to asserting any rights under this Article 11, each Purchaser’s Indemnified Person must appoint Purchaser, and Seller’s Indemnified Person must appoint Xxxxxx Xxxxxxxxx, as its sole agent for all matters relating to any claim hereunderProceeding.

Notice and Defense of Third Party Claims. If any action, claim or proceeding Proceeding shall be brought or asserted under this Article against an indemnified party or any successor thereto (the “"Indemnified Persons”Person") including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in respect of which indemnity may be sought under this Article 11 from an indemnifying person and/or or any successor thereto (the “"Indemnifying Person”"), the Indemnified Person shall give prompt written notice of any such action or claim Proceeding to the Indemnifying Person who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except provided, that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation 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. Premier Holding shall be responsible for and coordinate the response of all Indemnifying Persons under this Section 8.4 and any notice given to or service upon Premier Holding shall be deemed notice to and service upon all Sellers and Shareholders. Each Seller and Shareholder irrevocably consents that notice to or service of process upon Premier Holding shall constitute notice to or service of process upon such Seller or Shareholder. In addition, actual or threatened action by a Governmental Authority or other Person is not a condition or prerequisite to the Indemnifying Person's obligations under this Article. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings 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 Person unless both the Indemnified Person and the Indemnifying Person are named as parties and unless the Indemnified Persons shall have delivered to the Indemnifying Person an opinion in good faith determine that there exist actual or potential conflicts of counsel that interest which make representation by the same counsel is inappropriate. 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 rights and obligations under this Article. In the event that the Indemnifying Person, within ten fifteen (15) days after notice, notice of any such action or claimProceeding, fails to assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding Proceeding for the account of the Indemnifying PersonPersons, subject to the right of the Indemnifying Person Persons to assume the defense of such action, claim or proceeding Proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. If the Indemnifying Person assumes the defense of any Proceeding, the Indemnified Person shall, reasonably and in good faith, assist and cooperate in the defense thereof. Anything in this Article 11 to the contrary withstandingnotwithstanding, the Indemnifying Person Persons shall not, without the Indemnified Persons’ Person's prior written consent, settle or compromise any action or claim Proceeding or consent to the entry of any judgment with respect to any action, claim or proceeding Proceeding for anything other than money damages paid by the Indemnifying PersonPersons. The Indemnifying Person Persons may, without the Indemnified Person’s 's prior written consent, settle or compromise any such action, claim or proceeding Proceeding or consent to entry of any judgment with respect to any such action or claim Proceeding that requires solely the payment of money damages by the Indemnifying Person Persons and that includes as an unconditional term thereof for the release by the claimant or the plaintiff of the Indemnified Person from all liability in respect to of such action, claim or proceedingProceeding. As a condition to asserting any rights under this Article 11Article, each Purchaser’s of Buyers' Indemnified Person must appoint PurchaserPersons hereby appoints Franklin, and Seller’s each of Sellers' Indemnified Persons and each of the Sellers and Shareholders in their capacity of Indemnifying Person must appoint Xxxxxx Xxxxxxxxx, appoints Premier Holding as its sole agent for all matters relating to any claim hereunder.under this Article. Service upon and notice to Premier

Notice and Defense of Third Party Claims. If any action, claim or proceeding Proceeding shall be brought or asserted against an indemnified a party entitled to indemnification pursuant to SECTIONS 7.1 or 7.2, or any successor thereto (the “Indemnified Persons”"INDEMNIFIED PERSON") including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in respect of which indemnity may be sought under this Article 11 from an indemnifying person and/or or any successor thereto (the “Indemnifying Person”"INDEMNIFYING PERSON"), the Indemnified Person shall give prompt written notice of any such action or claim Proceeding to the Indemnifying Person who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except provided, that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation 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 indemnification obligations 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 Person's obligations under this Article. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings 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 Person unless both the Indemnified Person and the Indemnifying Person are named as parties and unless the Indemnified Persons shall have delivered to the Indemnifying Person an opinion in good faith determine that there exist actual or potential conflicts of counsel that interest which make representation by the same counsel is inappropriate. 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 rights and obligations under this Article. In the event that the Indemnifying Person, within ten fifteen (15) days after notice, notice of any such action or claimProceeding, fails to assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding Proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding Proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereof. If the Indemnifying Person assumes the defense of any Proceeding, the Indemnified Person shall, reasonably and in good faith, assist and cooperate in the defense thereof. Anything in this Article 11 to the contrary withstandingnotwithstanding, the Indemnifying Person shall not, without the Indemnified Persons’ Person's prior written consent, settle or compromise any action or claim Proceeding or consent to the entry of any judgment with respect to any action, claim or proceeding 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 action, claim or proceeding or consent to entry of any judgment with respect to any such action or claim that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof for release by the claimant or the plaintiff of the Indemnified Person from all liability in respect to such action, claim or proceeding. As a condition to asserting any rights under this Article 11, each Purchaser’s Indemnified Person must appoint Purchaser, and Seller’s Indemnified Person must appoint Xxxxxx Xxxxxxxxx, as its sole agent for all matters relating to any claim hereunder.Indemnifying

Notice and Defense of Third Party Claims. If any action, claim or proceeding shall be brought or asserted under this Article against an indemnified party or any successor thereto (the “"Indemnified Persons”Person") including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in respect of which indemnity may be sought under this Article 11 from an indemnifying person and/or or any successor thereto (the “"Indemnifying Person”"), the Indemnified Person shall give prompt written notice of any such action or claim proceeding to the Indemnifying Person Person, who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except provided, that any delay or failure so to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation 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 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 reasonable 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 unless the Indemnified Persons shall have delivered to the Indemnifying Person an opinion in good faith determine that there exists actual or potential conflicts of counsel that interest which make representation by the same counsel is inappropriate. 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. Except as set forth in the immediately following sentence, the Indemnified Person shall not, without the Indemnifying Person's prior written consent, settle or compromise any proceeding or consent to the entry of any judgment. In the event that the Indemnifying Person, within ten (10) business days after notice, notice of any such action or claimproceeding, fails to assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or 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 11 to the contrary withstandingnotwithstanding, the Indemnifying Person shall not, without the Indemnified Persons’ Person's prior written consent, settle or compromise any action or claim proceeding 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 's prior written consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or claim proceeding that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof for the release by the claimant or the plaintiff of the Indemnified Person from all liability in respect to of such action, claim or proceeding. As a condition to asserting any rights under this Article 11Article, each Purchaser’s of the Indemnified Person Purchaser Parties must appoint Purchaser, and Seller’s each of the Indemnified Person Seller Parties must appoint Xxxxxx XxxxxxxxxSeller, as its the case may be, as their sole agent agents for all matters relating to any claim hereunderunder this Article.

Notice and Defense of Third Party Claims. If any action, claim or proceeding shall be brought or asserted under this Article VI against an indemnified party or any successor thereto (the “Indemnified Persons”) including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, Party in respect of which indemnity may be sought under this Article 11 VI from an indemnifying person and/or Indemnifying Party or any successor thereto (the “Indemnifying Person”)thereto, the Indemnified Person shall give prompt written notice of any such action or claim to the Indemnifying Person who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation obligations hereunder only to the 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 reasonable 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 unless the Indemnified Persons Person shall have delivered to the Indemnifying Person an opinion of counsel in good faith determine that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten days after notice, notice of any such action or claim, fails to assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume to the defense of such action, claim or 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 11 VI to the contrary withstandingnotwithstanding, the Indemnifying Person shall not, without the Indemnified Persons’ prior written 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 written consent, settle or compromise any such action, action or claim or proceeding or consent to entry of any judgment with respect to any such action or claim except such that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof for the release by the claimant or the plaintiff of the Indemnified Person from all liability in respect to of such action, claim or proceeding. As a condition to asserting any rights under this Article 11, each Purchaser’s Indemnified Person must appoint Purchaser, and Seller’s Indemnified Person must appoint Xxxxxx Xxxxxxxxx, as its sole agent for all matters relating to any claim hereunder.

Notice and Defense of Third Party Claims. If any action, claim Claim shall be made or proceeding any Proceeding shall be brought or asserted by a third party (including, without limitation, any Governmental Authority) against an indemnified party or any successor thereto (the “"Indemnified Persons”Person") including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in respect of which indemnity may be sought under this Article 11 VIII from an indemnifying person and/or party or any successor thereto (the “"Indemnifying Person”"), the Indemnified Person shall give prompt written notice of any such action Claim or claim Proceeding to the Indemnifying Person who shall assume the defense thereofPerson; provided, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure so to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failure. The In the event that the Indemnifying Person, within 30 days after notice of any such Claim or Proceeding, admits in writing to the Indemnified Person the obligation of the Indemnifying Person to indemnify the Indemnified Person with respect thereto and to assume the defense thereof, the Indemnifying Person shall have the right to undertake the defense, compromise or settlement of such Claim or Proceeding. Otherwise, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such Claim or Proceeding, and the Indemnifying Person shall be bound thereby, provided that if at any time thereafter the Indemnifying Person admits in writing to the Indemnified Person the obligation of the Indemnifying Person to indemnify the Indemnified Person with respect to such Claim or Proceeding and to assume the defense thereof, then, to the extent it does not materially prejudice the Indemnified Person with respect to the Claim or Proceeding, the Indemnifying Person shall, after the date of delivery of such writing to the Indemnified Person, have the right to undertake the defense, compromise or settlement of such Claim or Proceeding, but shall be bound by any actions of the Indemnified Person prior to such date. If the Indemnifying Person undertakes the defense of the Claim or Proceeding pursuant to either of the preceding two sentences, the Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims such Claim or proceedings Proceeding and to participate in the defense thereof, but the reasonable fees and expenses of such counsel shall be at the expense of the Indemnified Person unless both counsel for the Indemnified Person and the Indemnifying Person are named as parties and unless shall have advised the Indemnified Persons shall have delivered to the Indemnifying Person an opinion in writing that there exists actual or potential conflicts of counsel that interest which make representation by the same counsel is inappropriate. In The Indemnified Person's right to participate in the event that defense or response to any Claim or Proceeding should not be deemed to limit or otherwise modify its obligations under this Article VIII. If the Indemnified Person undertakes the defense of the Claim or Proceeding, the Indemnifying Person, within ten days after notice, of any such action or claim, fails to assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person shall have the right to undertake the defenseright, compromise or settlement of such action, claim or proceeding for the account of at the Indemnifying Person's expense, subject to the right of the Indemnifying Person to assume participate in the defense of such action, claim or 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 11 VIII to the contrary withstandingnotwithstanding, the Indemnifying Person shall not, without the Indemnified Persons’ Person's prior written consentconsent (which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise any action Claim or claim Proceeding or consent to the entry of any judgment with respect to any action, claim Claim or proceeding for anything other than Proceeding unless the settlement or compromise involves only (i) payment of money damages paid solely by the Indemnifying Person, and (ii) a full and complete release of the Indemnified Person in form and substance reasonably acceptable to the Indemnified Person. The If the Indemnifying Person mayadmits in writing to the Indemnified Person the obligation of the Indemnifying Person to indemnify the Indemnified Person with respect to a Claim or Proceeding and to assume the defense thereof, and thereafter assumes the defense pursuant to the provisions of this Section 8.5, then the Indemnified Person shall not thereafter, without the Indemnified Indemnifying Person’s prior written consent's consent (which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise any such action, claim Claim or proceeding or consent Proceeding. Without regard to entry which party has undertaken the defense of any judgment with respect to any such action Claim or claim that requires solely the payment of money damages by Proceeding, the Indemnifying Person and that includes as an unconditional term thereof for release by the claimant or the plaintiff of the Indemnified Person from all liability in respect to such action, claim shall reasonably cooperate with each other regarding any Claim or proceeding. As Proceeding brought or asserted by a condition to asserting any rights under this Article 11, each Purchaser’s Indemnified Person must appoint Purchaser, and Seller’s Indemnified Person must appoint Xxxxxx Xxxxxxxxx, as its sole agent for all matters relating to any claim hereunderthird party.

Notice and Defense of Third Party Claims. If any action, claim or proceeding Proceeding shall be brought or asserted under this Article against an indemnified party or any successor thereto (the “Indemnified Persons”"INDEMNIFIED PERSON") including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in respect of which indemnity may be sought under this Article 11 from an indemnifying person and/or or any successor thereto (the “Indemnifying Person”"INDEMNIFYING PERSON"), the Indemnified Person shall give prompt written notice of any such action or claim Proceeding to the Indemnifying Person who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay . Actual or failure threatened action by a Governmental Authority or other entity is not a condition or prerequisite to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failurePerson's obligations under this Article. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings 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 Person unless both Person. The Indemnified Person's right to participate in the Indemnified Person and the Indemnifying Person are named as parties and unless the Indemnified Persons shall have delivered defense or response to the Indemnifying Person an opinion of counsel that representation by the same counsel is inappropriateany Proceeding should not be deemed to limit or otherwise modify its rights under this Article. In the event that the Indemnifying Person, within ten (10) business days after notice, notice of any such action or claimProceeding, fails to acknowledge its obligation to indemnify hereunder and to assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding Proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding 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 11 to the contrary withstandingnotwithstanding, the Indemnifying Person shall not, without the Indemnified Persons’ Person's prior written consent, settle or compromise any action or claim Proceeding or consent to the entry of any judgment with respect to any action, claim or proceeding Proceeding for anything other than money damages paid by the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person’s 's prior written consent, settle or compromise any such action, claim or proceeding Proceeding or consent to entry of any judgment with respect to any such action or claim Proceeding that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof for the release by the claimant or the plaintiff of the Indemnified Person from all liability in respect to of such action, claim or proceedingProceeding. As a condition to asserting any rights under this Article 11Article, each Purchaser’s of the Purchasers' Indemnified Person Persons must appoint PurchaserEnterra, and each of the Seller’s 's Indemnified Person Persons must appoint Xxxxxx XxxxxxxxxXxxxxx, as its their sole agent agents for all matters relating to any claim hereunderunder this Article. Subject to compliance with the time limitations set forth in SECTION 9.1 hereof, the Indemnified Person's failure to give prompt written notice to the Indemnifying Person of any actual, threatened or possible demand which may give rise to a right of indemnification hereunder shall not relieve the Indemnifying Person of any liability which the Indemnifying Person may have to the Indemnified Person unless the failure to give such notice materially and adversely prejudiced the Indemnifying Person.

Notice and Defense of Third Party Claims. If any actionjudicial, administrative, arbitration or investigatory proceeding or other proceeding, claim or proceeding controversy (collectively, a “Proceeding”) shall be brought or asserted under this Article IX against an indemnified party or any successor thereto (the “Indemnified PersonsPerson”) including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in respect of which indemnity may be sought under this Article 11 IX from an indemnifying person and/or or any successor thereto (the “Indemnifying Person”), the Indemnified Person shall give prompt written notice of any such action or claim Proceeding to the Indemnifying 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; except provided, that any delay or failure so to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation obligations hereunder only to the extent, if at all, that it is materially 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 IX. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings 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 Person unless both the Indemnified Person and the Indemnifying Person are named as parties and unless the Indemnified Persons shall have delivered to the Indemnifying Person an opinion in good faith determine that there exist actual or potential conflicts of counsel that interest which make representation by the same counsel is inappropriate. 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 rights or obligations under this Article IX. In the event that the Indemnifying Person, within ten twenty (20) days after notice, notice of any such action or claimProceeding, fails to assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding Proceeding for the account of and at the expense of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or 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 11 IX to the contrary withstandingnotwithstanding, the Indemnifying Person shall not, without the Indemnified Persons’ Person’s prior written consentconsent (which consent shall not be unreasonably withheld), settle or compromise any action or claim Proceeding or consent to the entry of any judgment with respect to any actionProceeding; provided, claim or proceeding for anything other than money damages paid by the Indemnifying Person. The Indemnifying Person mayhowever, without the Indemnified Person’s prior written consent, settle consent is not required if (A) there is no finding or compromise any such action, claim or proceeding or consent to entry admission of any judgment with respect violation of law, rule, regulation or other 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 Person, (B) the Indemnified Person receives as part of such settlement a legal, binding and enforceable unconditional satisfaction and/or release, in form and substance reasonably satisfactory to it, providing that any such action or claim that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof for release by the claimant or the plaintiff claimed liability of the Indemnified Person from all liability in with respect to thereto is being fully satisfied by reason of such action, claim compromise or proceeding. As a condition to asserting any rights under this Article 11, each Purchaser’s settlement and that the Indemnified Person must appoint Purchaseris being released from any and all obligations or liabilities it may have with respect thereto, and Seller’s Indemnified Person must appoint Xxxxxx Xxxxxxxxx, as its (C) the sole agent for all matters relating to any claim hereunderrelief provided is monetary damages that are paid in full by the Indemnifying Person.

Notice and Defense of Third Party Claims. If (a) In the event any action, claim suit or proceeding shall be is brought or asserted by a third party against an indemnified party or any successor thereto (the “Indemnified Persons”) includingPerson, but not limited with respect to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in respect of which indemnity an Indemnifying Person may be sought have liability under this Article 11 from an indemnifying person and/or any successor thereto (the “Indemnifying Person”)Section 6.2, the Indemnified Person shall give prompt action, suit or proceeding shall, upon the written notice agreement of any such action or claim to the Indemnifying Person who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation hereunder only to the extent, if at all, that it is prejudiced 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 reason of such delay or failureIndemnifying Person. The Indemnified Person Persons shall have the right to employ separate its or their own counsel in any of the foregoing actions, claims or proceedings and to participate in the defense thereofsuch case, but the reasonable fees and expenses of such counsel shall be at the expense of such Indemnified Persons, unless (i) the Indemnified Person unless both the Indemnified Person and employment of such counsel shall have been authorized in writing by the Indemnifying Person are named as parties and unless the Indemnified Persons shall have delivered to the Indemnifying Person an opinion of counsel that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten days after notice, of any such action or claim, fails to assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume in connection with the defense of such action, claim suit or proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlementproceeding, compromise or final determination thereof. Anything in this Article 11 to the contrary withstanding, (ii) the Indemnifying Person shall notfail actively and diligently to defend such action, without suit or proceeding, (iii) the Indemnified Persons’ prior written consentPersons shall have reasonably concluded that such action, settle suit or compromise any action proceeding involves to a significant extent matters beyond the scope of the indemnity agreement contained in Section 6.2 or claim (iv) the Indemnified Persons shall have reasonably concluded that there may be one or consent more legal or equitable defenses available to the entry of any judgment with respect Indemnified Persons which are different from or additional to any action, claim or proceeding for anything other than money damages paid by those available to the Indemnifying Person. The , in any of which events the Indemnifying Person may, without shall not have the Indemnified Person’s prior written consent, settle or compromise any right to direct the defense of such action, claim suit or proceeding or consent to entry of any judgment with respect to any such action or claim that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof for release by the claimant or the plaintiff on behalf of the Indemnified Person from all liability Persons and that portion of any fees and expenses of counsel related to matters covered by the indemnity agreement and contained in respect to such action, claim or proceeding. As a condition to asserting any rights under this Article 11, each Purchaser’s Indemnified Person must appoint Purchaser, and Seller’s Indemnified Person must appoint Xxxxxx Xxxxxxxxx, as its sole agent for all matters relating to any claim hereunder.Section 6.2 shall be borne by the Indemnifying

Notice and Defense of Third Party Claims. If any action, claim or proceeding shall be brought or asserted against an indemnified party or any successor thereto (the “Indemnified Persons”) including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in respect of which indemnity may be sought under this Article 11 from an indemnifying person and/or any successor thereto (the “Indemnifying Person”), the Indemnified Person shall give prompt written notice of any such action or claim to the Indemnifying Person who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation hereunder only to the 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 reasonable 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 unless the Indemnified Persons shall have delivered to the Indemnifying Person an opinion of counsel that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten days after notice, of any such action or claim, fails to assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or 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 11 to the contrary withstanding, the Indemnifying Person Persons shall not, without the Indemnified Persons’ prior written 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 written consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or claim that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof for release by the claimant or the plaintiff of the Indemnified Person from all liability in respect to such action, claim or proceeding. As a condition to asserting any rights under this Article 11, each Purchaser’s Indemnified Person must appoint Purchaser, and each Seller’s Indemnified Person must appoint Xxxxxx XxxxxxxxxXxxxx, as its sole agent for all matters relating to any claim hereunder.

Notice and Defense of Third Party Claims. If any action, ---------------------------------------- claim or proceeding shall be brought or asserted under this Article X against an indemnified party or any successor thereto (the “each, an "Indemnified Persons”Person") including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in ------------------ respect of which indemnity may be sought under this Article 11 X from an indemnifying person and/or Person or any successor thereto (the “each, an "Indemnifying Person”"), the Indemnified Person shall give prompt written ------------------- notice of any such action claim or claim proceeding to the Indemnifying Person in accordance with Section 10.01 or 10.02, as applicable, who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except provided that any delay or failure so to so -------- notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation obligations hereunder only to the extent, if at all, that it is materially 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 reasonable 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 unless the Indemnified Persons shall have delivered to the Indemnifying Person an opinion in good faith determine that there exist actual or potential conflicts of counsel that interest which make representation by the same counsel is inappropriate. The Indemnified Person's right to participate in the defense or response to any claim or proceeding should not be deemed to limit or otherwise modify its obligations under this Article X. In the event that the Indemnifying Person, within ten fifteen (15) days after notice, notice of any such action claim or claimproceeding, fails to assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Personproceeding, subject to the right of the Indemnifying Person to assume the defense of such action, claim or 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 11 X to the contrary withstandingnotwithstanding, the Indemnifying Person shall not, without the Indemnified Persons’ Person's prior written consent, settle or compromise any action claim or claim proceeding or consent to the entry of any judgment with respect to any action, claim or proceeding for anything other than money damages paid proceeding. In the event the Indemnifying Party exercises the right to undertake any such defense against any claim hereunder, the Indemnified Person shall cooperate with the Indemnifying Person in such defense and make available to the Indemnifying Person all witnesses, pertinent records, materials and information in the Indemnified Person's possession or reasonably available to the Indemnified Person or under the Indemnified Person's control relating thereto as is reasonably requested by the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person’s prior written consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or claim that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof for release by the claimant or the plaintiff of the Indemnified Person from all liability in respect to such action, claim or proceeding. As a condition to asserting any rights under this Article 11, each Purchaser’s Indemnified Person must appoint Purchaser, and Seller’s Indemnified Person must appoint Xxxxxx Xxxxxxxxx, as its sole agent for all matters relating to any claim hereunder.

Notice and Defense of Third Party Claims. If any action, claim or proceeding Proceeding shall be brought or asserted under this Article against an indemnified party or any successor thereto (the “"Indemnified Persons”Person") including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in respect of which indemnity may be sought under this Article 11 from an indemnifying person and/or Person or any successor thereto (the “"Indemnifying Person”"), the Indemnified Person shall give prompt written notice of any such action or claim Proceeding to the Indemnifying Person who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except provided, that any delay or failure so to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation 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. In addition, actual or Threatened action by a Governmental Authority or other entity is not a condition or prerequisite to the Indemnifying Person's obligations under this Article. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings 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 Person unless both the Indemnified Person and the Indemnifying Person are named as parties and unless the Indemnified Persons shall have delivered to the Indemnifying Person an opinion in good faith determine that there exist actual or potential conflicts of counsel that interest which make representation by the same counsel is inappropriate. 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 Person, within ten (10) days after notice, notice of any such action or claimProceeding, fails to assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding Proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding 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 11 to the contrary withstandingnotwithstanding, the Indemnifying Person shall not, without the Indemnified Persons’ Person's prior written consent, settle or compromise any action or claim Proceeding or consent to the entry of any judgment with respect to any actionProceeding; provided, claim or proceeding for anything other than money damages paid by however, that the Indemnifying Person. The Indemnifying Person may, without the Indemnified -------- ------- Person’s 's prior written consent, settle or compromise any such action, claim or proceeding Proceeding or consent to entry of any judgment with respect to any such action or claim Proceeding that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof for the release by the claimant or the plaintiff of the Indemnified Person from all liability in respect to of such action, claim or proceeding. As a condition to asserting any rights under this Article 11, each Purchaser’s Indemnified Person must appoint Purchaser, and Seller’s Indemnified Person must appoint Xxxxxx Xxxxxxxxx, as its sole agent for all matters relating to any claim hereunderProceeding.

Notice and Defense of Third Party Claims. If any action, claim or proceeding shall be brought or asserted under this Section 8.3 against an indemnified party or any successor thereto (the “"Indemnified Persons”) including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in respect of which indemnity may be sought under this Article 11 from an indemnifying person and/or any successor thereto (the “Indemnifying Person”), the Indemnified Person shall give prompt written notice of any such action or claim to the Indemnifying Person who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation obligations hereunder only to the 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 reasonable fees and expenses of such counsel shall be at the expense of the Indemnified Person Person, unless both the Indemnified Person and the Indemnifying Person are named as parties and unless the Indemnified Persons Person shall have delivered to in good faith determine that the Indemnifying Person an opinion of counsel that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten days after notice, notice of any such action or claim, fails to assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or 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 11 8 to the contrary withstandingnotwithstanding, the Indemnifying Person shall not, without the Indemnified Persons’ Person's prior written 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 's prior written consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or claim that requires solely the payment of money damages by the Indemnifying Person and that includes includes, as an unconditional term thereof for thereof, the release by the claimant or the plaintiff plaintiff, of the Indemnified Person from all liability in respect to of such action, claim or proceeding. As a condition to asserting any rights under this Article 11, each Purchaser’s Indemnified Person must appoint Purchaser, and Seller’s Indemnified Person must appoint Xxxxxx Xxxxxxxxx, as its sole agent for all matters relating to any claim hereunder.

Notice and Defense of Third Party Claims. If any action, claim or proceeding Proceeding shall be ---------------------------------------- brought or asserted under this Section 13.4 against an indemnified party or any successor thereto (the “"Indemnified Persons”Person") including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in respect of which indemnity may be sought under this Article 11 13 from an indemnifying person and/or or any successor thereto (the “"Indemnifying Person”"), the Indemnified Person shall give prompt written notice of any such action or claim Proceeding to the Indemnifying Person who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation obligations hereunder only to the 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 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 Person unless both the Indemnified Person and the Indemnifying Person are named as parties and unless the Indemnified Persons Person shall have delivered to in good faith determine that the Indemnifying Person an opinion of counsel that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten days after notice, notice of any such action or claimProceeding, fails to assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding Proceeding for the account of the Indemnifying PersonPersons, subject to the right of the Indemnifying Person to assume assume, at its expense, the defense of such action, claim or proceeding 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 11 13 to the contrary withstandingnotwithstanding, the Indemnifying Person shall not, without the Indemnified Persons’ Person's prior written consent, settle or compromise any action or claim Proceeding or consent to the entry of any judgment with respect to any action, claim or proceeding Proceeding for anything other than money damages paid by the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person’s 's prior written consent, settle or compromise any such action, claim or proceeding Proceeding or consent to entry of any judgment with respect to any such action or claim Proceeding that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof for the release by the claimant or the plaintiff of the Indemnified Person from all liability in with respect to such action, claim or proceeding. As a condition to asserting any rights under this Article 11, each Purchaser’s Indemnified Person must appoint Purchaser, and Seller’s Indemnified Person must appoint Xxxxxx Xxxxxxxxx, as its sole agent for all matters relating to any claim hereunderProceeding.

Notice and Defense of Third Party Claims. If any actionthird party demand, claim claim, action or proceeding shall be brought or asserted under Section 7.1 or 7.2 against an indemnified party or any successor thereto (the “Indemnified PersonsPerson”) including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in respect of which indemnity may be sought under this Article 11 Section 7.1 or 7.2 from an indemnifying person and/or or any successor thereto (the “Indemnifying Person”), the Indemnified Person shall give prompt written notice of any such action or claim thereof to the Indemnifying Person who shall have the right to assume the defense thereofits defense, including the employment hiring of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation hereunder obligations under Section 7.1 or 7.2 only to the 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 reasonable 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 unless the Indemnified Persons Person shall have delivered to the Indemnifying Person an opinion of counsel in good faith determine that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten days after notice, notice of any such action or claim, fails to does not assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person Personal shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or 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 11 Section 6.3 to the contrary withstandingnotwithstanding, the Indemnifying Person shall not, without the Indemnified Persons’ Person’s prior written 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 written consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or claim that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof for the release by the claimant or the plaintiff of the Indemnified Person from all liability in respect to of such action, claim or proceeding. As a condition The Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to asserting any rights under this Article 11third party demand, each Purchaser’s Indemnified Person must appoint Purchaserclaim, action or proceeding and Seller’s Indemnified Person must appoint Xxxxxx Xxxxxxxxx, as its sole agent for all matters relating to any claim hereunderdamages incurred by the Indemnified Party in connection with the defense of such demand, claim, action or proceedings.

Notice and Defense of Third Party Claims. If any actionthird party demand, claim claim, action or proceeding shall be brought or asserted under Section 9.1 or 9.2 against an indemnified party or any successor thereto (the “Indemnified PersonsPerson”) including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in respect of which indemnity may be sought under this Article 11 Section 9.1 or 9.2 from an indemnifying person and/or or any successor thereto (the “Indemnifying Person”), the Indemnified Person shall give prompt written notice of any such action or claim thereof to the Indemnifying Person who shall have the right to assume the defense thereofits defense, including the employment hiring of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation hereunder obligations under Section 9.1 or 9.2 only to the 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 reasonable 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 unless the Indemnified Persons Person shall have delivered to the Indemnifying Person an opinion of counsel in good faith determine that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten days after notice, notice of any such action or claim, fails to does not assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person Personal shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or 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 11 Section 9.3 to the contrary withstandingnotwithstanding, the Indemnifying Person shall not, without the Indemnified Persons’ Person’s prior written 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 written consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or claim that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof for the release by the claimant or the plaintiff of the Indemnified Person from all liability in respect to of such action, claim or proceeding. As a condition The Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to asserting any rights under this Article 11third party demand, each Purchaser’s Indemnified Person must appoint Purchaserclaim, action or proceeding and Seller’s Indemnified Person must appoint Xxxxxx Xxxxxxxxx, as its sole agent for all matters relating to any claim hereunderdamages incurred by the Indemnified Party in connection with the defense of such demand, claim, action or proceedings.

Notice and Defense of Third Party Claims. If any action, claim or ---------------------------------------- proceeding shall be brought or asserted under this Section 9 by any third party against an indemnified party or any successor thereto (the “Indemnified Persons”) including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, Persons in respect of which indemnity may be sought under this Article 11 Section 9 from an indemnifying person and/or Indemnifying Person or any successor thereto (the “Indemnifying Person”)thereto, the Indemnified Person shall give prompt written notice of any such action or claim to the Indemnifying 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; except that any delay or failure so to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation obligations hereunder only to the extent, if at all, that (a) it is prejudiced by reason of such delay or failure, or (b) the Indemnified Person fails to give notice of its claim within the 375 calendar day period specified in Section 9.5(a). 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 reasonable 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 unless the Indemnified Persons Person shall have delivered to the Indemnifying Person an opinion of counsel in good faith determine that representation of both parties by the same counsel is inappropriatewould be inappropriate due to actual or potential conflicting interests between them; provided, however, that in no event shall the Indemnifying Person be obligated to assume the expense of more than one such separate counsel in connection with Indemnifiable Damages arising out of the same claim or cause of action. In the event that the Indemnifying Person, within ten thirty (30) days after notice, notice of any such action or claim, fails to assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person shall have the right to undertake the defense, compromise or settlement good faith defense of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or 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 11 Section 9 to the contrary withstandingnotwithstanding, (i) the Indemnifying Person shall not, without the Indemnified Persons’ Person's prior written 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, and (ii) the Indemnified Person shall not settle or compromise any action or claim or consent to the entry of any judgment, except, where the Indemnifying Person has failed to assume the defense of such action or claim, and then only with the prior consent of the Indemnifying Person, which shall not be unreasonably withheld. The Indemnifying Person may, without the Indemnified Person’s 's prior written consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or claim that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof for release by the claimant or the plaintiff of the Person. The Indemnified Person from shall make available to the Indemnifying Person all liability records, other materials and personnel reasonably required by it for its use in respect to contesting any third party claims and shall cooperate fully with the Indemnifying Person in the defense of all such action, claim or proceedingclaims. As a condition to asserting any rights under this Article 11Section 9, each Purchaser’s Indemnified Person WMT Indemnitee must appoint Purchaser, and Seller’s Indemnified Person must appoint Xxxxxx Xxxxxxxxx, WMT as its sole agent for all matters relating to any claim hereunderhereunder and agree to cooperate with the Indemnifying Person to the extent reasonably requested in order to permit the proper and adequate defense of such claim. As a condition to asserting any rights under this Section 9, each Stockholder shall act as his own agent for all matters relating to any claim hereunder and agree to cooperate with the Indemnifying Person to the extent reasonably requested in order to permit the proper and adequate defense of such claim. No party shall have any rights to indemnity pursuant to this Section 9 prior to the Closing and the parties obligations under this Section 9 are expressly made conditioned on such Closing.

Notice and Defense of Third Party Claims. If any actionthird party demand, claim claim, action or proceeding shall be brought or asserted under this Article 8 against an indemnified party or any successor thereto (the “"Indemnified Persons”Person") including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in respect of which indemnity may be sought under this Article 11 8 from an indemnifying person and/or or any successor thereto (the “"Indemnifying Person”"), the Indemnified Person shall give prompt written notice of any such action or claim thereof to the Indemnifying Person who shall have the right to assume the defense thereofits defense, including the employment hiring of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation hereunder obligations under this Article 8 only to the 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 reasonable 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 unless the Indemnified Persons Person shall have delivered to the Indemnifying Person an opinion of counsel in good faith determine that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten days after notice, notice of any such action or claim, fails to does not assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person Personal shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or 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 11 8 to the contrary withstandingnotwithstanding, the Indemnifying Person shall not, without the Indemnified Persons’ Person's prior written 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 's prior written consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or claim that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof for the release by the claimant or the plaintiff of the Indemnified Person from all liability in respect to of such action, claim or proceeding. As a condition to asserting any rights under this Article 11, each Purchaser’s Indemnified Person must appoint Purchaser, and Seller’s Indemnified Person must appoint Xxxxxx Xxxxxxxxx, as its sole agent for all matters relating to any claim hereunder.

Notice and Defense of Third Party Claims. If any action, claim or proceeding Proceeding shall be brought or asserted by a third party against an indemnified party or any successor thereto (the “Indemnified PersonsPerson”) including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in respect of which indemnity may be sought under this Article 11 VI from an indemnifying person and/or or any successor thereto (the “Indemnifying Person”)) pursuant to a Proceeding, the Indemnified Person shall give prompt written notice (in no event to exceed 20 days) of any such action or claim Proceeding to the Indemnifying Person Person, who shall be entitled to assume the defense thereof, including the employment of counsel reasonably satisfactory to selected by the Indemnified Indemnifying Person and the payment of all expenses; except . If the Indemnifying Person undertakes to defend any Proceeding, it shall promptly notify the Indemnified Person of its intention to do so and the Indemnified Person shall cooperate with the Indemnifying Person and its counsel in the defense thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Person with any books, records or information reasonably requested by the Indemnifying Person that are in the Indemnified Person’s possession or control. After the Indemnifying Person has notified the Indemnified Person of its intention to defend any delay or failure to so notify such Proceeding, the Indemnifying Person shall relieve not be liable for any additional legal or other expenses incurred by the Indemnifying Indemnified Person of its obligation hereunder only to the extent, if at all, that it is prejudiced by reason in connection with any defense or settlement of such delay or failureProceeding. The An 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 reasonable fees and expenses of such counsel shall be any Proceeding at the expense of the Indemnified Person unless both the Indemnified Person and its own expense; provided that the Indemnifying Person are named as parties and unless Party shall control the Indemnified Persons shall have delivered to defense of any Proceeding after it undertakes the Indemnifying Person an opinion of counsel that representation by the same counsel is inappropriatedefense. In the event that the Indemnifying Person, within ten 20 days after notice, notice of any such action or claimProceeding, fails to assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding Proceeding for the account of and at the expense of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding with counsel reasonably satisfactory to the Indemnified Person Proceeding at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 11 VI to the contrary withstandingnotwithstanding, the Indemnifying Person shall not, without the Indemnified Persons’ Person’s prior written consent, settle or compromise any action or claim Proceeding or consent to the entry of any judgment with respect to any action, claim or proceeding 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 action, claim or proceeding Proceeding or consent to entry of any judgment with respect to any such action or claim Proceeding that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof for the release by the claimant or the plaintiff of the Indemnified Person from all liability in respect to of such action, claim or proceeding. As a condition to asserting any rights under this Article 11, each Purchaser’s Indemnified Person must appoint Purchaser, and Seller’s Indemnified Person must appoint Xxxxxx Xxxxxxxxx, as its sole agent for all matters relating to any claim hereunderProceeding.

Notice and Defense of Third Party Claims. If any action, claim or proceeding Proceeding shall be brought or asserted under this Article against an indemnified party or any successor thereto (the “Indemnified Persons”"INDEMNIFIED PERSON") including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in respect of which indemnity may be sought under this Article 11 from an indemnifying person and/or or any successor thereto (the “Indemnifying Person”"INDEMNIFYING PERSON"), the Indemnified Person shall give prompt written notice of any such action or claim Proceeding to the Indemnifying Person who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except provided, that any delay or failure so to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation 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. In addition, actual or threatened action by a Governmental Authority or other Person is not a condition or prerequisite to the Indemnifying Person's obligations under this Article. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings 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 Person unless both the Indemnified Person and the Indemnifying Person are named as parties and unless the Indemnified Persons shall have delivered to the Indemnifying Person an opinion in good faith determine that there exist actual or potential conflicts of counsel that interest which make representation by the same counsel is inappropriate. 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 Person, within ten five days after notice, notice of any such action or claimProceeding, fails to assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding Proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding 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 11 to the contrary withstandingnotwithstanding, the Indemnifying Person shall not, without the Indemnified Persons’ Person's prior written consent, settle or compromise any action or claim Proceeding or consent to the entry of any judgment with respect to any action, claim or proceeding Proceeding for anything other than money damages paid by the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person’s 's prior written consent, settle or compromise any such action, claim or proceeding Proceeding or consent to entry of any judgment with respect to any such action or claim Proceeding that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof for the release by the claimant or the plaintiff of the Indemnified Person from all liability in respect to of such action, claim or proceedingProceeding. As a condition to asserting any rights under this Article 11Article, each of the Purchaser’s 's Indemnified Person Persons must appoint the Purchaser, and Seller’s each of the Shareholders' Indemnified Person Persons must appoint Xxxxxx Xxxxxxxxxthe Shareholders' Representatives, as its their sole agent for all matters relating to any claim hereunderunder this Article.

Notice and Defense of Third Party Claims. If any action, claim or proceeding Proceeding shall be brought or asserted by a third party against an indemnified party or any successor thereto (the “"Indemnified Persons”Person") including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in respect of which indemnity may be sought under this Article 11 VII from an indemnifying person and/or or any successor thereto (the “"Indemnifying Person”)") pursuant to a Proceeding, the Indemnified Person shall give prompt written notice (in no event to exceed twenty (20) days) of any such action or claim Proceeding to the Indemnifying Person Person, who shall be entitled to assume the defense thereof, including the employment of counsel reasonably satisfactory to selected by the Indemnified Indemnifying Person and the payment of all expenses; except . If the Indemnifying Person undertakes to defend any Proceeding, it shall promptly notify the Indemnified Person of its intention to do so and the Indemnified Person shall cooperate with the Indemnifying Person and its counsel in the defense thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Person with any books, records or information reasonably requested by the Indemnifying Person that are in the Indemnified Person's possession or control. After the Indemnifying Person has notified the Indemnified Person of its intention to defend any delay or failure to so notify such Proceeding, the Indemnifying Person shall relieve not be liable for any additional legal or other expenses incurred by the Indemnifying Indemnified Person of its obligation hereunder only to the extent, if at all, that it is prejudiced by reason in connection with any defense or settlement of such delay or failureProceeding. The An 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 reasonable fees and expenses of such counsel shall be any Proceeding at the expense of the Indemnified Person unless both the Indemnified Person and its own expense; provided that the Indemnifying Person are named as parties and unless Party shall control the Indemnified Persons shall have delivered to defense of any Proceeding after it undertakes the Indemnifying Person an opinion of counsel that representation by the same counsel is inappropriatedefense. In the event that the Indemnifying Person, within ten twenty (20) days after notice, notice of any such action or claimProceeding, fails to assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding Proceeding for the account of and at the expense of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding with counsel reasonably satisfactory to the Indemnified Person Proceeding at any time prior to the settlement, compromise or final determination thereof. Anything in this Article 11 VII to the contrary withstandingnotwithstanding, the Indemnifying Person shall not, without the Indemnified Persons’ Person's prior written consent, settle or compromise any action or claim Proceeding or consent to the entry of any judgment with respect to any action, claim or proceeding Proceeding for anything other than money damages paid by the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person’s 's prior written consent, settle or compromise any such action, claim or proceeding Proceeding or consent to entry of any judgment with respect to any such action or claim 42 Proceeding that requires solely the payment of money damages by the Indemnifying Person and that includes includes, as an unconditional term thereof for thereof, the release by the claimant or the plaintiff of the Indemnified Person from all liability in respect to of such action, claim or proceeding. As a condition to asserting any rights under this Article 11, each Purchaser’s Indemnified Person must appoint Purchaser, and Seller’s Indemnified Person must appoint Xxxxxx Xxxxxxxxx, as its sole agent for all matters relating to any claim hereunderProceeding.

Notice and Defense of Third Party Claims. If any actionthird party demand, claim claim, action or proceeding shall be brought or asserted under this Article 8 against an indemnified party or any successor thereto (the “"Indemnified Persons”Person") including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in respect of which indemnity may be sought under this Article 11 8 from an indemnifying person and/or or any successor thereto (the “"Indemnifying Person”"), the Indemnified Person shall give prompt written notice of any such action or claim thereof to the Indemnifying Person who shall have the right to assume the defense thereofits defense, including the employment hiring of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation hereunder obligations under this Article 8 only to the 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 reasonable 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 unless the Indemnified Persons Person shall have delivered to the Indemnifying Person an opinion of counsel in good faith determine that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten days after notice, notice of any such action or claim, fails to does not assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or 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 11 8 to the contrary withstandingnotwithstanding, the Indemnifying Person shall not, without the Indemnified Persons’ Person's prior written 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 's prior written consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or claim that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof for the release by the claimant or the plaintiff of the Indemnified Person from all liability in respect to of such action, claim or proceeding. As a condition to asserting any rights under this Article 11, each Purchaser’s Indemnified Person must appoint Purchaser, and Seller’s Indemnified Person must appoint Xxxxxx Xxxxxxxxx, as its sole agent for all matters relating to any claim hereunder.

Notice and Defense of Third Party Claims. If any action, claim or proceeding Proceeding shall be brought or asserted under this Article against an indemnified party or any successor thereto (the “Indemnified Persons”"INDEMNIFIED PERSON") including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in respect of which indemnity may be sought under this Article 11 from an indemnifying person and/or Person or any successor thereto (the “Indemnifying Person”"INDEMNIFYING PERSON"), the Indemnified Person shall give prompt written notice of any such action or claim Proceeding to the Indemnifying Person who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except subject, however, to the Stockholders Minimum Amount, provided, that any delay or failure so to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation 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. In addition, actual or threatened action by a Governmental Authority or other entity is not a condition or prerequisite to the Indemnifying Person's obligations under this Article. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings 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 Person unless both the Indemnified Person and the Indemnifying Person are named as parties and unless the Indemnified Persons shall have delivered to the Indemnifying Person an opinion in good faith determine that there exist actual or potential conflicts of counsel that interest which make representation by the same counsel is inappropriate, as evidenced by the written opinion of outside counsel to the Indemnified Person. 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 Person, within ten 15 days after notice, notice of any such action or claimProceeding, fails to assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding Proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding 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 11 to the contrary withstandingnotwithstanding, the Indemnifying Person shall not, without the Indemnified Persons’ Person's prior written consent, not to be unreasonably withheld, settle or compromise any action or claim Proceeding or consent to the entry of any judgment with respect to any actionProceeding; PROVIDED, claim or proceeding for anything other than money damages paid by HOWEVER, that the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person’s 's prior written consent, settle or compromise any such action, claim or proceeding Proceeding or consent to entry of any judgment with respect to any such action or claim Proceeding that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof for the release by the claimant or the plaintiff of the Indemnified Person from all liability in respect to of such action, claim or proceeding. As a condition to asserting any rights under this Article 11, each Purchaser’s Indemnified Person must appoint Purchaser, and Seller’s Indemnified Person must appoint Xxxxxx Xxxxxxxxx, as its sole agent for all matters relating to any claim hereunderProceeding.

Notice and Defense of Third Party Claims. If any claim, action, claim suit, investigation or proceeding shall be brought or asserted under Section 9.2 or 9.3 against an indemnified party Buyer or any successor thereto of its Affiliates or Seller or any of its Affiliates, respectively (the “each an "Indemnified Persons”) including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second IntervenorPerson"), in respect of which indemnity may be sought under this Article 11 either such Section from an the relevant indemnifying person and/or any successor thereto (the “"Indemnifying Person”"), the Indemnified Person shall give prompt written notice of any such action action, suit, investigation or claim proceeding to the Indemnifying Person Person, who shall assume the defense thereof, thereof (including the employment of counsel reasonably satisfactory to the Indemnified Person Person) and the payment of all expensesexpenses related thereto; except provided, however, that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation obligations hereunder only to the extent, if at all, that it the Indemnifying Person is materially prejudiced by reason of such delay or failure. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actionssuch action, claims suit, investigation or proceedings proceeding and to participate in the defense thereof, but the reasonable fees and expenses disbursements of such separate counsel shall be at the expense of borne by the Indemnified Person unless both the Indemnified Person and the Indemnifying Person are named as parties and unless the Indemnified Persons Person shall have delivered to the Indemnifying Person an opinion of counsel in good faith determine that representation by the same counsel is inappropriateinappropriate (in which later case the fees and disbursements of such separate counsel shall be at the expense of the Indemnifying Person). In the event that the Indemnifying Person, within ten (10) days after notice, notice of any such action action, suit, investigation or claimproceeding, fails to assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim suit, investigation or proceeding for the account of the Indemnifying Person, subject to the right of and all costs, fees and expenses thereof shall be deemed Claims for which the Indemnifying Person to assume the defense of such action, claim or proceeding with counsel reasonably satisfactory to the Indemnified Person at any time prior to the settlement, compromise or final determination thereofshall be responsible. Anything in this Article 11 Section to the contrary withstandingnotwithstanding, the Indemnifying Person shall not, without the Indemnified Persons’ Person's prior written consent, settle or compromise any action action, suit, investigation or claim proceeding 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 written consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or claim that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof for release by the claimant or the plaintiff of the Indemnified Person from all liability in respect to such action, claim or proceeding. As a condition to asserting any rights under this Article 11, each Purchaser’s Indemnified Person must appoint Purchaser, and Seller’s Indemnified Person must appoint Xxxxxx Xxxxxxxxx, as its sole agent for all matters relating to any claim hereunderorder thereunder.

Notice and Defense of Third Party Claims. If any action, claim or proceeding shall be brought or asserted under this Section 10 against an any indemnified party or any successor thereto (the “"Indemnified Persons”Person") including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in respect of which indemnity may be sought under this Article 11 Section 10 from an indemnifying person and/or or any successor thereto (the “"Indemnifying Person”"), the Indemnified Person shall give prompt written notice of any such action or claim to the Indemnifying Person who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation obligations hereunder only to the 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 reasonable 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 unless the Indemnified Persons Person shall have delivered to the Indemnifying Person an opinion of counsel in good faith determine that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten (10) days after notice, notice of any such action or claim, fails to assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or 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 11 Section 10 to the contrary not withstanding, the Indemnifying Person shall not, without the Indemnified Persons’ Person's prior written 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 's prior written consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or claim that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof for the release by the claimant or the plaintiff of the Indemnified Person from all liability in respect to of such action, claim or proceeding. As a condition to asserting any rights under this Article 11Section 10, each Purchaser’s of Standard's Indemnified Person must appoint Purchaser, Standard and Seller’s each of the Shareholders' Indemnified Person must appoint Xxxxxx Xxxxxxxxxthe Shareholders, as its sole agent for all matters relating to any claim hereunder.

Notice and Defense of Third Party Claims. If any actionthird party demand, claim claim, action or proceeding shall be brought or asserted under this Article 10 against an indemnified party or any successor thereto (the “"Indemnified Persons”Person") including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in respect of which indemnity may be sought under this Article 11 10 from an indemnifying person and/or or any successor thereto (the “"Indemnifying Person”"), the Indemnified Person shall give prompt written notice of any such action or claim thereof to the Indemnifying Person who shall have the right to assume the defense thereofits defense, including the employment hiring of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation hereunder obligations under this Article 10 only to the 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 reasonable 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 unless the Indemnified Persons Person shall have delivered to the Indemnifying Person an opinion of counsel in good faith determine that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten days after notice, notice of any such action or claim, fails to does not assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person Personal shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or 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 11 10 to the contrary withstandingnotwithstanding, the Indemnifying Person shall not, without the Indemnified Persons’ Person's prior written 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 's prior written consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or claim that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof for the release by the claimant or the plaintiff of the Indemnified Person from all liability in respect to of such action, claim or proceeding. As a condition to asserting any rights under this Article 11, each Purchaser’s Indemnified Person must appoint Purchaser, and Seller’s Indemnified Person must appoint Xxxxxx Xxxxxxxxx, as its sole agent for all matters relating to any claim hereunder.

Notice and Defense of Third Party Claims. If any action, claim or proceeding Proceeding shall be brought or asserted under this Article against an indemnified party or any successor thereto (the “"Indemnified Persons”Person") including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in respect of which indemnity may be sought under this Article 11 from an indemnifying person and/or or any successor thereto (the “"Indemnifying Person”"), the Indemnified Person shall give prompt written notice of any such action or claim Proceeding to the Indemnifying Person who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay . Actual or failure threatened action by a Governmental Authority or other entity is not a condition or prerequisite to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation hereunder only to the extent, if at all, that it is prejudiced by reason of such delay or failurePerson's obligations under this Article. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings 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 Person unless both Person. The Indemnified Person's right to participate in the Indemnified Person and the Indemnifying Person are named as parties and unless the Indemnified Persons shall have delivered defense or response to the Indemnifying Person an opinion of counsel that representation by the same counsel is inappropriateany Proceeding should not be deemed to limit or otherwise modify its rights under this Article. In the event that the Indemnifying Person, within ten (10) business days after notice, notice of any such action or claimProceeding, fails to acknowledge its obligation to indemnify hereunder and to assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding Proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding 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 11 to the contrary withstandingnotwithstanding, the Indemnifying Person shall not, without the Indemnified Persons’ Person's prior written consent, settle or compromise any action or claim Proceeding or consent to the entry of any judgment with respect to any action, claim or proceeding Proceeding for anything other than money damages paid by the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person’s 's prior written consent, settle or compromise any such action, claim or proceeding Proceeding or consent to entry of any judgment with respect to any such action or claim Proceeding that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof for the release by the claimant or the plaintiff of the Indemnified Person from all liability in respect to of such action, claim or proceedingProceeding. As a condition to asserting any rights under this Article 11Article, each Purchaser’s of the Purchasers' Indemnified Person Persons must appoint PurchaserEnterra, and each of the Seller’s 's Indemnified Person Persons must appoint Xxxxxx XxxxxxxxxXxxxxx, as its their sole agent agents for all matters relating to any claim hereunderunder this Article. Subject to compliance with the time limitations set forth in Section 9.1 hereof, the Indemnified Person's failure to give prompt written notice to the Indemnifying Person of any actual, threatened or possible demand which may give rise to a right of indemnification hereunder shall not relieve the Indemnifying Person of any liability which the Indemnifying Person may have to the Indemnified Person unless the failure to give such notice materially and adversely prejudiced the Indemnifying Person.

Notice and Defense of Third Party Claims. If any action, claim or proceeding shall be brought or asserted under this Article VII against an indemnified party or any successor thereto (the “Indemnified Persons”) including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, Party in respect of which indemnity may be sought under this Article 11 VII from an indemnifying person and/or Indemnifying Party or any successor thereto (the “Indemnifying Person”)thereto, the Indemnified Person shall give prompt written notice of any such action or claim to the Indemnifying Person who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation obligations hereunder only to the 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 reasonable 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 unless the Indemnified Persons Person shall have delivered to the Indemnifying Person an opinion of counsel in good faith determine that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten days after notice, notice of any such action or claim, fails to assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume to the defense of such action, claim or 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 11 VII to the contrary withstandingnotwithstanding, the Indemnifying Person shall not, without the Indemnified Persons’ Person's prior written 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 written consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or claim that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof for the release by the claimant or the plaintiff of the Indemnified Person from all liability in respect to of such action, claim or proceeding. As a condition to asserting any rights under this Article 11, each Purchaser’s Indemnified Person must appoint Purchaser, and Seller’s Indemnified Person must appoint Xxxxxx Xxxxxxxxx, as its sole agent for all matters relating to any claim hereunder.

Notice and Defense of Third Party Claims. If any action, claim or proceeding Proceeding shall be brought or asserted under this Article against an indemnified party or any successor thereto (the “"Indemnified Persons”Person") including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in respect of which indemnity may be sought under this Article 11 from an indemnifying person and/or Person or any successor thereto (the “"Indemnifying Person”"), the Indemnified Person shall give prompt written notice of any such action or claim Proceeding to the Indemnifying Person who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except provided, that any delay or failure so to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation 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. In addition, actual or threatened action by a Governmental Authority or other entity is not a condition or prerequisite to the Indemnifying Person's obligations under this Article. The Indemnified Person shall have the right to employ separate counsel in any of the foregoing actions, claims or proceedings 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 Person unless both the Indemnified Person and the Indemnifying Person are named as parties and unless the Indemnified Persons shall have delivered to the Indemnifying Person an opinion in good faith determine that there exist actual or potential conflicts of counsel that interest which make representation by the same counsel is inappropriate, as evidenced by the written opinion of outside counsel to the Indemnified Person. 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 Person, within ten 15 days after notice, notice of any such action or claimProceeding, fails to assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding Proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or proceeding 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 11 to the contrary withstandingnotwithstanding, the Indemnifying Person shall not, without the Indemnified Persons’ Person's prior written consent, which consent shall not be unreasonably withheld, settle or compromise any action or claim Proceeding or consent to the entry of any judgment with respect to any actionProceeding; provided, claim or proceeding for anything other than money damages paid by however, that the Indemnifying Person. The Indemnifying Person may, without the Indemnified Person’s prior written consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or claim that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof for release by the claimant or the plaintiff of the Indemnified Person from all liability in respect to such action, claim or proceeding. As a condition to asserting any rights under this Article 11, each Purchaser’s Indemnified Person must appoint Purchaser, and Seller’s Indemnified Person must appoint Xxxxxx Xxxxxxxxx, as its sole agent for all matters relating to any claim hereunder.,

Notice and Defense of Third Party Claims. If any actionthird party demand, claim claim, action or proceeding shall be brought or asserted under this Section 6 against an indemnified party or any successor thereto (the “"Indemnified Persons”Person") including, but not limited to the Investors, Queyrouze, First Intervenor and/or the Second Intervenor, in respect of which indemnity may be sought under this Article 11 Section 6 from an indemnifying person and/or or any successor thereto (the “"Indemnifying Person”"), the Indemnified Person shall give prompt written notice of any such action or claim thereof to the Indemnifying Person who shall have the right to assume the defense thereofits defense, including the employment hiring of counsel reasonably satisfactory to the Indemnified Person and the payment of all expenses; except that any delay or failure to so notify the Indemnifying Person shall relieve the Indemnifying Person of its obligation hereunder obligations under this Section 6 only to the 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 reasonable 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 unless the Indemnified Persons Person shall have delivered to the Indemnifying Person an opinion of counsel in good faith determine that representation by the same counsel is inappropriate. In the event that the Indemnifying Person, within ten days after notice, notice of any such action or claim, fails to does not assume the defense thereof, by written notice to the Indemnified Person, the Indemnified Person Personal shall have the right to undertake the defense, compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Person, subject to the right of the Indemnifying Person to assume the defense of such action, claim or 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 11 Section 6 to the contrary withstandingnotwithstanding, the Indemnifying Person shall not, without the Indemnified Persons’ Person's prior written 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 's prior written consent, settle or compromise any such action, claim or proceeding or consent to entry of any judgment with respect to any such action or claim that requires solely the payment of money damages by the Indemnifying Person and that includes as an unconditional term thereof for the release by the claimant or the plaintiff of the Indemnified Person from all liability in respect to of such action, claim or proceeding. As a condition The Indemnifying Party shall promptly reimburse the Indemnified Party for the amount of any judgment rendered with respect to asserting any rights under this Article 11third party demand, each Purchaser’s Indemnified Person must appoint Purchaserclaim, action or proceeding and Seller’s Indemnified Person must appoint Xxxxxx Xxxxxxxxx, as its sole agent for all matters relating to any claim hereunderdamages incurred by the Indemnified Party in connection with the defense of such demand, claim, action or proceedings.