Common use of Notice of Third Party Claims; Assumption of Defense Clause in Contracts

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry of its obligations except to the extent (if any) that Barberry shall have been prejudiced thereby. Barberry may, at its own expense, participate in the defense of any Third Party Claim, suit, action or proceeding (a) upon notice to the Indemnified Person and (b) upon delivery by Barberry to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claim, suit, action or proceeding and that Barberry shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claim, suit, action or proceeding, assume the defense thereof; provided, however, that (i) Barberry’s counsel is reasonably satisfactory to the Indemnified Person, and (ii) Barberry shall thereafter consult with the Indemnified Person upon the Indemnified Person’s reasonable request for such consultation from time to time with respect to such Third Party Claim, suit, action or proceeding. If Barberry assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberry. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s counsel of both Barberry and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claim, action, suit or proceeding and Barberry shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry chooses to defend or prosecute any such Third Party Claim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “"Third Party Claim”") in respect of which indemnity may be sought under this Agreement; provided that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations except to the extent (if any) that Barberry the Indemnifying Person shall have been prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, participate in the defense of any Third Party Claim, suit, action or proceeding (a) upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claim, suit, action or proceeding and that Barberry the Indemnifying Person shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claim, suit, action or proceeding, assume the defense thereof; provided, however, that (i) Barberry’s the Indemnifying Person's counsel is reasonably satisfactory to the Indemnified Person, and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s the Indemnifying Person's counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claim, action, suit or proceeding and Barberry the Indemnifying Person shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry the Indemnifying Person fails to promptly notify the Indemnified Party that Barberry the Indemnifying Party desires to defend the Third Party Claim pursuant, or if Barberry the Indemnifying Person gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberrythe Indemnifying Person, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Indemnifying Person in good faith or will be settled at the discretion of the Indemnified Indemnifying Person (with the consent of Barberrythe Indemnifying Person, which consent will not be unreasonably withheld). The Indemnified Indemnifying Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person Each indemnified party shall give reasonably prompt notice as promptly as is reasonably practicable of a claim ("Claims Notice") to Barberry each indemnifying party, in accordance with the terms of Section 7.3 below, of the assertion of any claim, or the commencement of any suit, action or proceeding, proceeding by any Person not a third party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreementhereunder, and shall give the indemnifying parties such information with respect thereto as the indemnifying parties may reasonably request. The giving of such Claims Notice shall not be a condition precedent to indemnification hereunder; provided provided, however, that the failure of the Indemnified Person to promptly give reasonably prompt notice shall not relieve Barberry of its obligations except reduce the indemnified party's recovery from the indemnifying party only by an amount equal to the extent Losses (if anyincluding attorney's fees) that Barberry shall have been prejudiced therebycaused by such delay. Barberry Upon receipt of such notice, each indemnifying party may, at its own expense, participate in and, upon notice to each indemnified party of such indemnifying party's written agreement that the defense indemnified party is entitled to indemnification pursuant to this Article VI for Losses arising out of any Third Party Claimsuch third party claim, suit, action or proceeding (a) upon notice to the Indemnified Person and (b) upon delivery by Barberry to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claim, suit, action or proceeding and that Barberry shall be liable for the entire amount of any Lossproceeding, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, that (i) Barberry’s the indemnifying party's counsel is reasonably satisfactory to the Indemnified Personindemnified party, and (ii) Barberry the indemnifying party shall thereafter consult with the Indemnified Person indemnified party upon the Indemnified Person’s indemnified party's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceedingproceeding and (iii) the indemnified party shall not be required to permit the indemnifying party to assume the defense of any third party claim which if not first paid, discharged or otherwise complied with would result in an imminent, material interruption or cessation of the conduct of the business of such indemnified party or any material part thereof. If Barberry the indemnifying party assumes such defense, the Indemnified Person indemnified party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberry. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s counsel of both Barberry and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claim, action, suit or proceeding and Barberry shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereofindemnifying party. Whether or not Barberry the indemnifying party chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations except to the extent (if any) that Barberry the Indemnifying Person shall have been prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, participate in the defense of any Third Party Claim, suit, action or proceeding (a) upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claim, suit, action or proceeding and that Barberry the Indemnifying Person shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claim, suit, action or proceeding, assume the defense thereof; provided, however, that (i) Barberrythe Indemnifying Person’s counsel is reasonably satisfactory to the Indemnified Person, and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s reasonable request for such consultation from time to time with respect to such Third Party Claim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberrythe Indemnifying Person’s counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claim, action, suit or proceeding and Barberry the Indemnifying Person shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry the Indemnifying Person fails to promptly notify the Indemnified Party that Barberry the Indemnifying Party desires to defend the Third Party Claim pursuant, or if Barberry the Indemnifying Person gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberrythe Indemnifying Person, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberrythe Indemnifying Person, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give written notice (the “Initial Notice”) as promptly as is reasonably practicable practicable, but in any event no later than 10 Business Days after receiving notice thereof, to Barberry the Indemnifying Person of the written assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may is to be sought under this Agreement; provided Agreement (which notice shall specify in reasonable detail the nature of such claim and the estimated amount (if then susceptible to estimation) that the Indemnified Person at that time plans to seek hereunder from the Indemnifying Person, together with such reasonably available information (if not already available to the Indemnifying Person) as may be necessary for the Indemnifying Person to determine that the limitations in Section 8.4 have been satisfied or do not apply); provided, that failure of the Indemnified Person to promptly give such notice of any such claim or commencement shall not relieve Barberry release, waive or otherwise affect the obligations under this Article 8 of its obligations the Indemnifying Person with respect thereto except to the extent (if any) that Barberry shall have been it is materially prejudiced therebyby the failure or delay in giving such notice. Barberry The Indemnifying Person may, at its own expense, (a) participate in the defense of any Third Party Claimsuch claim, suit, action or proceeding and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry to within 10 Business Days after the receipt of the Initial Notice from the Indemnified Person a written agreement that of the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claim, suit, action or proceeding and that Barberry shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, that (i) Barberry’s thereof with counsel is of its own choice reasonably satisfactory acceptable to the Indemnified Person, and in the event of such assumption, shall have the exclusive right, subject to compliance by the Indemnifying Person with clauses (iii) Barberry shall thereafter consult with the Indemnified Person upon the Indemnified Person’s reasonable request for and (iii) of Section 8.7, to settle or compromise such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person does not so elect to assume such defense in accordance with the terms of this Section 8.6, the Indemnified Person may defend such claim, suit, action or proceeding in such manner as the Indemnified Person may deem appropriate, including settling such claim or action or proceeding (after giving notice of the same to the Indemnifying Person) on such terms as the Indemnified Person may deem appropriate, and the Indemnifying Person shall assist and cooperate with such defense in accordance with Section 5.3 and, if liable pursuant to this Article 8, shall promptly indemnify the Indemnified Person in accordance with the provisions of this Article 8. If the Indemnifying Person so assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, counsel separate from the counsel employed by Barberry. Ifthe Indemnifying Person; provided, however, that the Indemnified Person reasonably determines in its judgment that representation by Barberry’s counsel expense of both Barberry and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claim, action, suit or proceeding and Barberry so employed shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted borne by the Indemnified Person in good faith unless there exists actual or will be settled at potential conflicting interests between the discretion of Indemnifying Person and the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereofPerson. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give written notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceedingProceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided provided, that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations under this Article VIII except to the extent (if any) that Barberry the Indemnifying Person shall have been actually prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, expense (a) participate in the defense of any Third Party Claim, suit, action such claim or proceeding Proceeding and (ab) upon written notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person’s delivering to the Indemnified Person of a written agreement that the Indemnified Person is entitled to indemnification pursuant to Section 8.2 or 8.3, as applicable, for all Losses arising out of such Third Party Claim, suit, action claim or proceeding and that Barberry shall be liable for the entire amount of any LossProceeding, at any time during the course of any such Third Party Claim, suit, action claim or proceedingProceeding, assume the defense thereof; provided, however, that (i) Barberrythe Indemnifying Person’s counsel is reasonably satisfactory to the Indemnified Person, and (ii) Barberry the Indemnifying Person has the financial resources to perform its obligations hereunder, as reasonably determined by the Indemnified Person, and (iii) the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s reasonable request for such consultation from time to time with respect to such Third Party Claimclaim or Proceeding; provided, suitfurther, action that the Indemnifying Person shall not have the right to assume the defense of any claim or proceedingProceeding involving criminal liability or in which any relief other than monetary damages is sought against the Indemnified Person. If Barberry the Indemnifying Person assumes such defensethe defense of a claim or Proceeding pursuant to this Section 8.6, the Indemnified Person shall have the right (but not the dutyobligation) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberry. Ifthe Indemnifying Person; provided, however, that if counsel for the Indemnified Person reasonably determines in its judgment that representation by Barberry’s counsel of both Barberry and the Indemnified Person would present such counsel with a conflict of interest, then interest exists between such Indemnified Person may employ separate and the counsel to represent or defend it in any such Third Party Claim, action, suit or proceeding and Barberry shall pay all of utilized by the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of BarberryIndemnifying Person, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion expenses of the Indemnified Person (with Person’s counsel shall be paid by the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereofIndemnifying Person. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claim, suit, action claim or proceedingProceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person Indemnitee shall give notice as promptly as is reasonably practicable to Barberry the Indemnitor of the assertion of any claim, claim (or the commencement of any suit, action or proceeding, by any Person not a party hereto hereto) (other than by a “Third Party Claim”Governmental Authority with respect to Taxes, which shall be governed by Section 13.6) in respect of which indemnity may be sought under this Agreement; provided provided, that the failure of the Indemnified Person Indemnitee to promptly give notice shall not relieve Barberry the Indemnitor of its obligations under this Article 12 except to the extent (if any) that Barberry the Indemnitor shall have been prejudiced thereby. Barberry The Indemnitor may, at its own expense, (a) participate in the defense of any Third Party Claimsuch claim, suit, action or proceeding and (ab) upon notice to the Indemnified Person Indemnitee and (b) upon delivery by Barberry the Indemnitor’s delivering to the Indemnified Person Indemnitee a written agreement that the Indemnified Person Indemnitee is entitled to indemnification pursuant to Section 12.2 or 12.3 for all Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry the Indemnitor shall be liable for the entire amount of any LossLoss resulting therefrom, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, that (i) Barberrythe Indemnitor shall provide written evidence reasonably satisfactory to the Indemnitee demonstrating that the Indemnitor has a sufficient amount of assets for purposes of such assumption of defense, (ii) the Indemnitor’s counsel is reasonably satisfactory to the Indemnified Person, Indemnitee and (iiiii) Barberry the Indemnitor shall thereafter consult with the Indemnified Person Indemnitee upon the Indemnified PersonIndemnitee’s reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnitor assumes such defense, the Indemnified Person Indemnitee shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnitor. If, however, the Indemnified Person Indemnitee reasonably determines in its judgment that representation by Barberrythe Indemnitor’s counsel of both Barberry the Indemnitor and the Indemnified Person Indemnitee would present such counsel with a conflict of interest, then such Indemnified Person Indemnitee may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding and Barberry the Indemnitor shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnitor chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations except to the extent (if any) that Barberry the Indemnifying Person shall have been prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, (a) participate in the defense of any Third Party Claimclaim, suit, action or proceeding and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person's delivering to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses Damages arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry the Indemnifying Person shall be liable for the entire amount of any LossDamages, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, that (i) Barberry’s the Indemnifying Person's counsel is reasonably satisfactory to the Indemnified Person, and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s the Indemnifying Person's counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding and Barberry the Indemnifying Person shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations except to the extent (if any) that Barberry the Indemnifying Person shall have been prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, participate in the defense of any Third Party Claim, suit, action or proceeding (a) upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claim, suit, action or proceeding and that Barberry the Indemnifying Person shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claim, suit, action or proceeding, assume the defense thereof; provided, however, that (i) Barberrythe Indemnifying Person’s counsel is reasonably satisfactory to the Indemnified Person, and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s reasonable request for such consultation from time to time with respect to such Third Party Claim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberrythe Indemnifying Person’s counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claim, action, suit or proceeding and Barberry the Indemnifying Person shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry the Indemnifying Person fails to promptly notify the Indemnified Party that Barberry the Indemnifying Party desires to defend the Third Party Claim pursuant, or if Barberry the Indemnifying Person gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberrythe Indemnifying Person, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Indemnifying Person in good faith or will be settled at the discretion of the Indemnified Indemnifying Person (with the consent of Barberrythe Indemnifying Person, which consent will not be unreasonably withheld). The Indemnified Indemnifying Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give written notice (the “Initial Notice”) as promptly as is reasonably practicable practicable, but in any event no later than ten Business Days after receiving notice thereof, to Barberry the Indemnifying Person of the written assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may is to be sought under this Agreement; provided Agreement (which notice shall specify in reasonable detail the nature of such claim and the estimated amount (if then susceptible to estimation) that the Indemnified Person at that time plans to seek hereunder from the Indemnifying Person, together with such reasonably available information (if not already available to the Indemnifying Person) as may be necessary for the Indemnifying Person to determine that the limitations in Section 9.4 have been satisfied or do not apply); provided, that failure of the Indemnified Person to promptly give such notice of any such claim or commencement shall not relieve Barberry release, waive or otherwise affect the obligations under this Article 9 of its obligations the Indemnifying Person with respect thereto except to the extent (if any) that Barberry shall have been it is materially prejudiced therebyby the failure or delay in giving such notice. Barberry The Indemnifying Person may, at its own expense, (a) participate in the defense of any Third Party Claimsuch claim, suit, action or proceeding and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry to within ten Business Days after the receipt of the Initial Notice from the Indemnified Person a written agreement that of the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claim, suit, action or proceeding and that Barberry shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, that (i) Barberry’s thereof with counsel is of its own choice reasonably satisfactory acceptable to the Indemnified Person, and in the event of such assumption, shall have the exclusive right, subject to compliance by the Indemnifying Person with clauses (iii) Barberry shall thereafter consult with the Indemnified Person upon the Indemnified Person’s reasonable request for and (iii) of Section 9.7, to settle or compromise such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Persons do not so elect to assume such defense in accordance with the terms of this Section 9.6, the Indemnified Person may defend such claim, suit, action or proceeding in such manner as the Indemnified Person may deem appropriate, including settling such claim or action or proceeding (after giving notice of the same to each of the Indemnifying Persons) on such terms as the Indemnified Person may deem appropriate, and the Indemnifying Persons shall assist and cooperate fully with such defense as reasonably requested by the Indemnified Person and shall promptly indemnify the Indemnified Person in accordance with the provisions of Section 9.2 or 9.3, as applicable. If the Indemnifying Person so assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, counsel separate from the counsel employed by Barberry. Ifthe Indemnifying Person; provided, however, that the Indemnified Person reasonably determines in its judgment that representation by Barberry’s counsel expense of both Barberry and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claim, action, suit or proceeding and Barberry so employed shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted borne by the Indemnified Person in good faith unless there exists actual or will be settled at potential conflicting interests between the discretion of Indemnifying Persons and the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereofPerson. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceedingProceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations under this Article VIII except to the extent (if any) that Barberry the Indemnifying Person shall have been prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, (a) participate in the defense of any Third Party Claimclaim, suit, action or proceeding and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person's delivering to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claim, suit, action claim or proceeding Proceeding and that Barberry the Indemnifying Person shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claim, suit, action claim or proceedingProceeding, assume the defense thereof; provided, however, that (i) Barberry’s the Indemnifying Person's counsel is reasonably satisfactory to the Indemnified Person, and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claim, suit, action claim or proceedingProceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythereof. If, however, If the Indemnified Person reasonably determines in its judgment that representation by Barberry’s the Indemnifying Person's counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim or Proceeding, action, suit or proceeding and Barberry the Indemnifying Person shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claim, suit, action claim or proceedingProceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations under this Article X except to the extent (if any) that Barberry the Indemnifying Person shall have been prejudiced in any material respect thereby. Barberry The Indemnifying Person may, at its own expense, (a) participate in the defense of any Third Party Claimsuch claim, suit, action or proceeding and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person's delivering to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification pursuant to Section 10.02 or 10.03 for all Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry the Indemnifying Person shall be liable liable, subject to Section 10.04, for the entire amount of any Loss, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume control of the defense thereof; provided, however, provided that (i) Barberry’s the Indemnifying Person's counsel is reasonably satisfactory to the Indemnified Person, Person and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s the Indemnifying Person's counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding and Barberry the Indemnifying Person shall pay all of the reasonable fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Each Indemnified Person shall give reasonably prompt notice as promptly as is reasonably practicable of a claim ("Claims Notice") to Barberry each indemnifying party, in accordance with the terms of Section 11.3, of the assertion of any claim, or the commencement of any suit, action or proceeding, proceeding by any Person not a third party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreementhereunder, and shall give the indemnifying parties such information with respect thereto as the indemnifying parties may reasonably request. The giving of such Claims Notice shall not be a condition precedent to indemnification hereunder; provided provided, however, that the failure of to give reasonably prompt notice shall reduce the Indemnified Person to promptly give notice shall not relieve Barberry of its obligations except Person's recovery from the indemnifying parties only by an amount equal to the extent damages, costs and expenses (including attorneys fees), if any) that Barberry shall have been prejudiced thereby, caused by such delay. Barberry Upon receipt of such notice, each indemnifying party may, at its own expense, (i) participate in the defense of any Third Party Claim, suit, action or proceeding and (aii) upon notice to the each Indemnified Person and (b) upon delivery by Barberry to the Indemnified Person a of such indemnifying party's written agreement that the Indemnified Person is entitled to indemnification pursuant to this Article 9 for all Losses arising out of such Third Party Claimthird-party claim, suit, action or proceeding and that Barberry shall be liable for the entire amount of any Lossproceeding, at any time during the course of any such Third Party Claimclaim, suit, action action, or proceeding, assume the defense thereof; provided, however, that (ix) Barberry’s the indemnifying party's counsel is reasonably satisfactory to the Indemnified Person, and ; (iiy) Barberry the indemnifying party shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceedingproceeding and (z) the Indemnified Person shall not be required to permit the indemnifying party to assume the defense of any third-party claim which if not first paid, discharged, or otherwise complied with would result in an imminent, material interruption or cessation of the conduct of the Indemnified Party's business or any material part thereof. If Barberry the indemnifying party assumes such defense, the Indemnified Person Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberry. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s counsel of both Barberry and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claim, action, suit or proceeding and Barberry shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereofindemnifying party. Whether or not Barberry the indemnifying party chooses to defend or prosecute any such Third Party Claimclaim, suit, action action, or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give written notice (the “Initial Notice”) as promptly as is reasonably practicable practicable, but in any event no later than 10 Business Days after receiving notice thereof, to Barberry the Indemnifying Person of the written assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may is to be sought under this Agreement; provided Agreement (which notice shall specify in reasonable detail the nature of such claim and the estimated amount (if then susceptible to estimation) that the Indemnified Person at that time plans to seek hereunder from the Indemnifying Person, together with such reasonably available information (if not already available to the Indemnifying Person) as may be necessary for the Indemnifying Person to determine that the limitations in Section 8.4 have been satisfied or do not apply); provided, that failure of the Indemnified Person to promptly give such notice of any such claim or commencement shall not relieve Barberry release, waive or otherwise affect the obligations under this Article 8 of its obligations the Indemnifying Person with respect thereto except to the extent (if any) that Barberry shall have been it is materially prejudiced therebyby the failure or delay in giving such notice. Barberry The Indemnifying Person may, at its own expense, (a) participate in the defense of any Third Party Claimsuch claim, suit, action or proceeding and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry to within 10 Business Days after the receipt of the Initial Notice from the Indemnified Person a written agreement that of the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claim, suit, action or proceeding and that Barberry shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, that (i) Barberry’s thereof with counsel is of its own choice reasonably satisfactory acceptable to the Indemnified Person, and in the event of such assumption, shall have the exclusive right, subject to compliance by the Indemnifying Person with clauses (iii) Barberry shall thereafter consult with the Indemnified Person upon the Indemnified Person’s reasonable request for and (iii) of Section 8.7, to settle or compromise such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person does not so elect to assume such defense in accordance with the terms of this Section 8.6, the Indemnified Person may defend such claim, suit, action or proceeding in such manner as the Indemnified Person may deem appropriate, including settling such claim or action or proceeding (after giving notice of the same to the Indemnifying Person) on such terms as the Indemnified Person may deem appropriate, and the Indemnifying Person shall assist and cooperate with such defense in accordance with Section 5.3(c) and, if liable pursuant to this Article 8, shall promptly indemnify the Indemnified Person in accordance with the provisions of this Article 8. If the Indemnifying Person so assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, counsel separate from the counsel employed by Barberry. Ifthe Indemnifying Person; provided, however, that the Indemnified Person reasonably determines in its judgment that representation by Barberry’s counsel expense of both Barberry and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claim, action, suit or proceeding and Barberry so employed shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted borne by the Indemnified Person in good faith unless there exists actual or will be settled at potential conflicting interests between the discretion of Indemnifying Person and the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereofPerson. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person Indemnitee shall give notice as promptly as is reasonably practicable to Barberry the Indemnitor of the assertion of any claim, claim or the commencement of any suit, action Proceeding or proceeding, investigation by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement, which notice shall contain reasonable details concerning such Third Party Claim; provided provided, that the failure of the Indemnified Person Indemnitee to promptly give notice shall not relieve Barberry the Indemnitor of its obligations under this Article XI except to the extent (if any) that Barberry the Indemnitor shall have been prejudiced thereby. Barberry The Indemnitor may, at its own expense, (i) participate in the defense of any such Third Party Claim, suit, action or proceeding Claim and (aii) upon written notice to the Indemnified Person Indemnitee and (b) upon delivery by Barberry the Indemnitor’s delivering to the Indemnified Person Indemnitee a written agreement that the Indemnified Person Indemnitee is entitled to indemnification pursuant to Section 11.2 or 11.4 for all Losses arising out of such Third Party Claim, suit, action or proceeding Claim and that Barberry the Indemnitor shall be liable for the entire amount of any LossLoss resulting therefrom, at any time during the course of any such Third Party Claim, suit, action or proceeding, Claim assume the defense thereof; provided, however, that (iA) Barberrythe Indemnitor shall provide written evidence reasonably satisfactory to the Indemnitee demonstrating that the Indemnitor has a sufficient amount of assets for purposes of such assumption of defense, (B) the Indemnitor’s counsel is reasonably satisfactory to the Indemnified Person, Indemnitee and (iiC) Barberry the Indemnitor shall thereafter consult with the Indemnified Person Indemnitee upon the Indemnified PersonIndemnitee’s reasonable request for such consultation from time to time with respect to such Third Party Claim, suit, action or proceeding. If Barberry the Indemnitor assumes such defense, the Indemnified Person Indemnitee shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own cost and expense, separate from the counsel employed by Barberrythe Indemnitor. If, however, the Indemnified Person Indemnitee reasonably determines in its judgment that representation by Barberrythe Indemnitor’s counsel of both Barberry the Indemnitor and the Indemnified Person Indemnitee would present such counsel with a conflict of interest, then such Indemnified Person Indemnitee may employ separate counsel to represent or defend it in any such Third Party Claim, action, suit or proceeding Claim and Barberry the Indemnitor shall pay all of the reasonable fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnitor chooses to defend or prosecute contest any such Third Party Claim, suit, action or proceeding, all upon the request of the parties hereto Indemnitee, the other Parties shall cooperate in provide reasonable cooperation to the defense or prosecution thereofIndemnitee with respect thereto.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations under this Article XII except to the extent (if any) that Barberry the Indemnifying Person shall have been prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, : (a) participate in the defense of any Third Party Claimclaim, suit, action or proceeding proceeding; and (ab) subject to Section 12.6, upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person's delivering to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification pursuant to Section 12.2 or Section 12.3 for all Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry the Indemnifying Person shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, that that: (i) Barberry’s the Indemnifying Person's counsel is reasonably satisfactory to the Indemnified Person, and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s the Indemnifying Person's counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interestinterest or if the Indemnifying Person's counsel is otherwise not reasonably satisfactory to the Indemnified Person, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding and Barberry the Indemnifying Person shall pay all of the reasonable fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereofthereof at the Indemnifying Person's expense (except as set forth in Section 12.5).

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable practicable, but in any event no later than five (5) Business Days after receiving notice thereof, to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this AgreementAgreement (which notice shall specify in reasonable detail the nature and amount of such claim together with such information as may be necessary for the Indemnifying Person to determine that the limitations in Section 10.4 have been satisfied or do not apply); provided provided, that the failure of the Indemnified Person to promptly give such notice shall not relieve Barberry the Indemnifying Person of its obligations under this Article X except to the extent (if any) that Barberry the Indemnifying Person shall have been prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, (a) participate in the defense of any Third Party Claim, suit, action or proceeding (a) upon notice to the Indemnified Person and (b) upon delivery by Barberry to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry shall be liable for (b) upon notice to the entire amount of any LossIndemnified Person, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; providedthereof with counsel of its own choice and in the event of such assumption, howevershall have the exclusive right, that subject to clause (i) Barberry’s counsel is reasonably satisfactory of Section 10.7, to the Indemnified Person, and (ii) Barberry shall thereafter consult with the Indemnified Person upon the Indemnified Person’s reasonable request for settle or compromise such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberry. Ifthe Indemnifying Person, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s counsel of both Barberry and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it will refrain from making any public announcements in any respect of such Third Party Claimclaim, actionsuit, suit action or proceeding and Barberry shall pay all or otherwise communicating with the news media without the prior consent of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereofIndemnifying Person. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof. Notwithstanding anything to the contrary set forth in this Agreement, Sellers shall continue to control the defense of the Venezuelan Arbitration and the prosecution of the Peruvian Arbitration in all respects following the applicable Closing with respect to the Venezuelan Arbitration Entities and the Peruvian Acquired Companies.

Notice of Third Party Claims; Assumption of Defense. (a) The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations under this Article XIII except to the extent (if any) that Barberry the Indemnifying Person shall have been prejudiced thereby. Barberry mayThe notice to be sent by the Indemnified Person to the Indemnifying Person pursuant to this Section 13.6 shall include all information concerning the claim of which the Indemnified Person is aware and which the Indemnified Person, acting reasonably and in good faith, considers to be required by the Indemnifying Person in order for the Indemnifying Person to evaluate such claim and whether such claim gives rise to an indemnification obligation of the Indemnifying Person hereunder. Following receipt of a notice from the Indemnified Person pursuant to this Section 13.6, the Indemnified Person hereunder shall permit the Indemnifying Person, at the Indemnifying Person's election, to assume, at its own expense, participate in the defense of any Third Party Claimsuch claim, suit, action or proceeding with counsel selected by the Indemnifying Person (a) upon notice and not reasonably objected to by the Indemnified Person and (b) upon delivery by Barberry Person). Prior to any assumption of the Indemnified Person defense of a written agreement that the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry by the Indemnifying Person, the Indemnified Person shall be liable for the entire amount of not settle, compromise or consent to any Loss, at any time during the course judgment in respect of any such Third Party Claimclaim, suit, action or proceeding, assume proceeding without the defense thereof; provided, however, that (i) Barberry’s counsel is reasonably satisfactory to the Indemnified Person, and (ii) Barberry shall thereafter consult with the Indemnified Person upon the Indemnified Person’s reasonable request for such consultation from time to time with respect to such Third Party Claim, suit, action or proceeding. If Barberry assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberry. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s counsel of both Barberry and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claim, action, suit or proceeding and Barberry shall pay all prior written consent of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Indemnifying Person (with the consent of Barberry, which consent will shall not be unreasonably withheldwithheld or delayed). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry chooses to defend or prosecute any such Third Party Claim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, claim (or the commencement of any suit, action or proceeding, ) by any unaffiliated Person not a party hereto (other than by a “Third Party Claim”Governmental Body with respect to Taxes, which shall be governed by Section 8.10(e)) in respect of which indemnity may be sought under this Agreement; provided provided, that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations under this Article VIII except to the extent (if any) that Barberry the Indemnifying Person shall have been actually prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, (i) participate in the defense of any Third Party Claimsuch claim, suit, action or proceeding and (aii) upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person’s delivering to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification pursuant to Section 8.02, 8.03 or 8.04 for all Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry the Indemnifying Person shall be liable for the entire amount of any LossLoss resulting therefrom, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, that (ia) Barberrythe Indemnifying Person shall provide written evidence reasonably satisfactory to the Indemnified Person demonstrating that the Indemnifying Person has a sufficient amount of financial resources to vigorously defend such matter, (b) the Indemnifying Person’s counsel is reasonably satisfactory to the Indemnified Person, Person and (iic) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding; provided, further, that the Indemnifying Person shall not have the right to assume the defense of any claim, suit, action or proceeding involving criminal liability or in which any relief other than monetary damages is sought against the Indemnified Person or that could otherwise have an adverse impact on the Buyer, its Affiliates or their businesses. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberrythe Indemnifying Person’s counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding and Barberry the Indemnifying Person shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations except to the extent (if any) that Barberry the Indemnifying Person shall have been prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, (a) participate in the defense of any Third Party Claimclaim, suit, action or proceeding and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person's delivering to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry the Indemnifying Person shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, that (i) Barberry’s the Indemnifying Person's counsel is reasonably satisfactory to the Indemnified Person, and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s the Indemnifying Person's counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding and Barberry the Indemnifying Person shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice a Claim Notice (in the form contemplated by Section 9.5(a)) as promptly as is reasonably practicable practicable, but in any event no later than ten (10) Business Days after receiving notice thereof, to Barberry the Indemnifying Person of the assertion of any claimclaims, or the commencement of any suit, action or proceedingProceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this AgreementAgreement (a “Third Party Claim”); provided provided, however, that the failure of the Indemnified Person to promptly give such notice shall not relieve Barberry the Indemnifying Person of its obligations under this Article IX except to the extent (if any) that Barberry the Indemnifying Person shall Confidential and Proprietary CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. SCHEDULES (OR SIMILAR ATTACHMENTS) REFERRED TO AND LISTED HEREIN SHALL HAVE BEEN OMITTED PURSUANT TO ITEM 601(b)(2) OF REGULATION S-K. A COPY OF ANY OMITTED SCHEDULE (OR SIMILAR ATTACHMENT) WILL BE FURNISHED TO THE COMMISSION UPON REQUEST. have been prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, (a) participate in the defense of any such Third Party Claim, suit, action or proceeding (a) upon notice to the Indemnified Person Claim and (b) upon delivery by Barberry written notice to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claim, suit, action or proceeding and that Barberry shall be liable for the entire amount of any LossPerson, at any time during the course of any such Third Party Claim, suit, action or proceeding, assume the defense thereof; providedthereof with counsel of its own choice and in the event of such assumption, howevershall have the exclusive right, that subject to clause (ia) Barberry’s counsel is reasonably satisfactory in the proviso in Section 9.7, to the Indemnified Person, and (ii) Barberry shall thereafter consult with the Indemnified Person upon the Indemnified Person’s reasonable request for such consultation from time to time with respect to settle or compromise such Third Party Claim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberry. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s counsel of both Barberry and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claim, action, suit or proceeding and Barberry shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereofIndemnifying Person. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided provided, that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations under this Article XIII except to the extent (if any) that Barberry the Indemnifying Person shall have been actually prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, expense (a) participate in the defense of any Third Party Claimclaim, suit, action or proceeding and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person's delivering to the Indemnified Person of a written agreement that the Indemnified Person is entitled to indemnification pursuant to Section 13.2 or 13.3 for all Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry shall be liable for the entire amount of any Lossproceeding, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, that (i) Barberry’s the Indemnifying Person's counsel is reasonably satisfactory to the Indemnified Person, Person and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the dutyobligation) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s the Indemnifying Person's counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding and Barberry the Indemnifying Person shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided provided, that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations under this Article XIII except to the extent (if any) that Barberry the Indemnifying Person shall have been actually prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, (a) participate in the defense of any Third Party Claimclaim, suit, action or proceeding and (ab) upon notice to the Indemnified Person and (b) upon the Indemnifying Person's delivery by Barberry to the Indemnified Person of a written agreement that the Indemnified Person is entitled to indemnification pursuant to Section 13.2 or 13.3 for all Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry shall be liable for the entire amount of any Lossproceeding, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, that (i) Barberry’s the Indemnifying Person's counsel is reasonably satisfactory to the Indemnified Person, Person and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the dutyobligation) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s the Indemnifying Person's counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding proceeding, and Barberry the Indemnifying Person shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. For purposes of this Section 8.03, the term "Indemnifying Party" shall mean any party responsible for indemnifying another party pursuant to this Article VIII and "Indemnified Party" shall mean any party entitled to indemnifica- tion pursuant to this Article VIII. The Indemnified Person Party shall give prompt notice as promptly as to the Indemnifying Party against whom indemnity is reasonably practicable to Barberry sought, in accordance with the terms of Section 10.01, of the assertion of any claim, or the commencement of any suit, action or proceeding, proceeding by any Person not a third party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided that the failure Agreement and of any Losses which the Indemnified Person Party deems to promptly be within the ambit of this Article VIII, specifying with reasonable particularity the basis therefor, and shall give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request (but the prompt giving of such notice shall not relieve Barberry of its obligations be a condition precedent to indemnification under this Agreement except to the extent (if any) that Barberry shall have been the Indemnifying Party is materially prejudiced therebyby any delay in receiving such notice). Barberry The Indemnifying Party may, at its own expense, (a) participate in the defense of any Third Party Claimand, suit, action or proceeding (ab) upon notice to the Indemnified Person Party and (b) upon delivery by Barberry to the Indemnified Person a Indemnifying Party's written agreement that the Indemnified Person Party is entitled to indemnification pursuant to Section 8.02 for all Losses Loss arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry shall be liable for the entire amount of any Lossproceeding, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, provided that (ix) Barberry’s the Indemnifying Party's counsel is reasonably satisfactory to the Indemnified Person, Party; and (iiy) Barberry the Indemnifying Party shall thereafter there- after consult with the Indemnified Person Party upon the Indemnified Person’s Party's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Party assumes such defense, the Indemnified Person Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Party. If, however, the Indemnified Person Party reasonably determines in its judgment that representation by Barberry’s the Indemnifying Party's counsel of both Barberry the Indemnifying Party and the Indemnified Person Party would present such counsel with a conflict of interest, then such Indemnified Person Party may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding and Barberry the Indemnifying Party shall pay all of pay, as incurred, the reasonable fees and disbursements in connection with the retention other charges of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Party chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto to this Agreement shall cooperate in the defense or prosecution thereofof such claim, suit, action or proceeding.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give written notice (the “Initial Notice”) as promptly as is reasonably practicable practicable, but in any event no later than 10 Business Days after receiving notice thereof, to Barberry the Indemnifying Person of the written assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may is to be sought under this Agreement; provided Agreement (which notice shall specify in reasonable detail the nature of such claim and the estimated amount (if then susceptible to estimation) that the Indemnified Person at that time plans to seek hereunder from the Indemnifying Person, together with such reasonably available information (if not already available to the Indemnifying Person) as may be necessary for the Indemnifying Person to determine that the limitations in Section 8.4 have been satisfied or do not apply); provided, that failure of the Indemnified Person to promptly give such notice of any such claim or commencement shall not relieve Barberry release, waive or otherwise affect the obligations under this Article 8 of its obligations the Indemnifying Person with respect thereto except to the extent (if any) that Barberry shall have been it is materially prejudiced therebyby the failure or delay in giving such notice. Barberry The Indemnifying Person may, at its own expense, (a) participate in the defense of any Third Party Claimsuch claim, suit, action or proceeding and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry to within 10 Business Days after the receipt of the Initial Notice from the Indemnified Person a written agreement that of the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claim, suit, action or proceeding and that Barberry shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, that (i) Barberry’s thereof with counsel is of its own choice reasonably satisfactory acceptable to the Indemnified Person, and in the event of such assumption, shall have the exclusive right, subject to compliance by the Indemnifying Person with clauses (iii) Barberry shall thereafter consult with the Indemnified Person upon the Indemnified Person’s reasonable request for and (iii) of Section 8.7, to settle or compromise such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person does not so elect to assume such defense in accordance with the terms of this Section 8.6, the Indemnified Person may defend such claim, suit, action or 37 proceeding in such manner as the Indemnified Person may deem appropriate, including settling such claim or action or proceeding (after giving notice of the same to the Indemnifying Person) on such terms as the Indemnified Person may deem appropriate, and the Indemnifying Person shall assist and cooperate with such defense in accordance with Section 5.4(c) and, if liable pursuant to this Article 8, shall promptly indemnify the Indemnified Person in accordance with the provisions of this Article 8. If the Indemnifying Person so assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, counsel separate from the counsel employed by Barberry. Ifthe Indemnifying Person; provided, however, that the Indemnified Person reasonably determines in its judgment that representation by Barberry’s counsel expense of both Barberry and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claim, action, suit or proceeding and Barberry so employed shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted borne by the Indemnified Person in good faith unless there exists actual or will be settled at potential conflicting interests between the discretion of Indemnifying Person and the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereofPerson. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided provided, that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations under this Article VIII, except to the extent (if any) that Barberry the Indemnifying Person shall have been materially prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, (a) participate in the defense of any Third Party Claimsuch claim, suit, action or proceeding and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person's delivering to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification pursuant to Section 8.2 or Section 8.3 for all Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry the Indemnifying Person shall be liable for the entire amount of any LossLoss resulting therefrom, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, that (i) Barberry’s the Indemnifying Person's counsel is reasonably satisfactory to the Indemnified Person, Person and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s the Indemnifying Person's counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding and Barberry the Indemnifying Person shall pay all of the reasonable fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person (and, if the claim is pursuant to Section 12.3, the Escrow Agent) of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations under this Article XII, except to the extent (if any) that Barberry the Indemnifying Person shall have been prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, expense (a) participate in the defense of any Third Party Claimclaim, suit, action or proceeding proceeding, and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person's delivering to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification pursuant to Section 12.2, 12.3 or 12.4 for all Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry the Indemnifying Person shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, provided that (i) Barberry’s the Indemnifying Person's counsel is reasonably satisfactory to the Indemnified Person, and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the dutyobligation) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s the Indemnifying Person's counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding proceeding, and Barberry the Indemnifying Person shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (and not a “Third Purchaser Indemnified Party Claim”or a Seller Indemnified Party) in respect of for which indemnity may be sought under this Agreement; provided Article X. Such notice shall specify (in reasonable detail in light of the circumstances then existing) the facts alleged to constitute the basis for such claim, the representations, warranties, covenants and obligations alleged to have been breached and the amount (to the extent then determinable) that the failure of the Indemnified Person seeks to promptly give notice shall not relieve Barberry of its obligations except recover hereunder from the Indemnifying Person, together with such other information as may be reasonably necessary for the Indemnifying Party to determine that the extent (if any) that Barberry shall limitations contained in this Article X, have been prejudiced therebysatisfied or do not apply. Barberry The Indemnifying Person may, at its own expense, (a) participate in the defense of any Third Party Claimsuch claim, suit, action or proceeding and (ab) assume the defense thereof upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person's delivering to the Indemnified Person a written agreement that (i) the Indemnified Person is entitled to indemnification pursuant to and subject to the provisions of this Article X for all Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry (ii) the Indemnifying Person shall be liable for the entire amount of any such Loss, at any time during subject to the course provisions of this Article X. In the event the Indemnifying Person assumes the defense of any such Third Party Claimclaim, suit, action or proceeding, assume (y) the defense thereof; provided, however, that (i) Barberry’s Indemnifying Person's counsel is shall be reasonably satisfactory to the Indemnified Person, Person and (iiz) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. proceeding If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s the Indemnifying Person's counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding and Barberry the Indemnifying Person shall pay all of the reasonable fees and disbursements in connection with the retention expenses of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate and reasonably assist in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a ““ Third Party ClaimClaim ”) in respect of which indemnity may be sought under this Agreement; provided that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry of its obligations except to the extent (if any) that Barberry shall have been prejudiced thereby. Barberry may, at its own expense, participate in the defense of any Third Party Claim, suit, action or proceeding (a( a ) upon notice to the Indemnified Person and (b( b ) upon delivery by Barberry to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claim, suit, action or proceeding and that Barberry shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claim, suit, action or proceeding, assume the defense thereof; providedprovided , howeverhowever , that (i( i ) Barberry’s 's counsel is reasonably satisfactory to the Indemnified Person, and (ii( ii ) Barberry shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claim, suit, action or proceeding. If Barberry assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberry. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s 's counsel of both Barberry and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claim, action, suit or proceeding and Barberry shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry chooses to defend or prosecute any such Third Party Claim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Persons and the Escrow Agent of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided provided, however that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Persons of its their obligations under this Article VII, except to the extent (if any) that Barberry the Indemnifying Persons shall have been prejudiced thereby. Barberry The Indemnifying Persons may, at its their own expense, expense participate in the defense of any Third Party Claim, suit, action or proceeding (a) upon notice to the Indemnified Person and (b) upon delivery by Barberry to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claim, suit, action or proceeding and that Barberry shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, however that (i) Barberry’s the Indemnifying Persons' counsel is reasonably satisfactory to the Indemnified Person, and (ii) Barberry the Indemnifying Persons shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry assumes the Indemnifying Persons assume such defense, the Indemnified Person shall have the right (but not the dutyobligation) to participate as counsel of record in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Persons. If, however, the Indemnified Person Persons reasonably determines determine in its their judgment that representation by Barberry’s the Indemnifying Persons' counsel of both Barberry the Indemnifying Persons and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding proceeding, and Barberry the Indemnifying Persons shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry chooses the Indemnifying Persons choose to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, claim (or the commencement of any suit, action or proceeding, ) by any unaffiliated Person not a party hereto (other than by a “Third Party Claim”Governmental Body with respect to Taxes, which shall be governed by Section 8.10(c)) in respect of which indemnity may be sought under this Agreement; provided provided, that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations under this Article VIII except to the extent (if any) that Barberry the Indemnifying Person shall have been actually prejudiced thereby. Barberry The Indemnifying Person may, at its own 41 expense, (i) participate in the defense of any Third Party Claimsuch claim, suit, action or proceeding and (aii) upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person’s delivering to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification pursuant to Section 8.02, 8.03 or 8.04 for all Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry the Indemnifying Person shall be liable for the entire amount of any LossLoss resulting therefrom, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, that (ia) Barberrythe Indemnifying Person shall provide written evidence reasonably satisfactory to the Indemnified Person demonstrating that the Indemnifying Person has a sufficient amount of financial resources to vigorously defend such matter, (b) the Indemnifying Person’s counsel is reasonably satisfactory to the Indemnified Person, Person and (iic) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding; provided, further, that the Indemnifying Person shall not have the right to assume the defense of any claim, suit, action or proceeding involving criminal liability or in which any relief other than monetary damages is sought against the Indemnified Person or that could otherwise have an adverse impact on the Buyer, its Affiliates or their businesses. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberrythe Indemnifying Person’s counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding and Barberry the Indemnifying Person shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person Buyer shall give notice as promptly as is reasonably practicable practicable, but in any event no later than five (5) business days after receiving notice thereof, to Barberry CSARL, Cat UK, Cat Poland, Cat Tosno, Cat Hungary, or Caterpillar (as applicable) of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this AgreementAgreement (which notice shall specify in reasonable detail the nature and amount of such claim together with such information as may be necessary for CSARL, Cat UK, Cat Poland, Cat Tosno, Cat Hungary, or Caterpillar (as applicable) to determine that the limitations in Section 8(e) have been satisfied or do not apply); provided provided, that the failure of the Indemnified Person Buyer to promptly give such notice shall not relieve Barberry CSARL, Cat UK, Cat Poland, Cat Tosno, Cat Hungary, or Caterpillar (as applicable) of its obligations under this Section 8 except to the extent (if any) that Barberry CSARL, Cat UK, Cat Poland, Cat Tosno, Cat Hungary, or Caterpillar (as applicable) shall have been prejudiced thereby. Barberry CSARL, Cat UK, Cat Poland, Cat Tosno, Cat Hungary, or Caterpillar (as applicable) may, at its own expense, (i) participate in the defense of any Third Party Claim, suit, action or proceeding (a) upon notice to the Indemnified Person and (b) upon delivery by Barberry to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry shall be liable for the entire amount of any Loss(ii) upon notice to Buyer, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; providedthereof with counsel of its own choice and in the event of such assumption, howevershall have the exclusive right, that subject to clause (i) Barberry’s counsel is reasonably satisfactory of Section 8(g), to the Indemnified Person, and (ii) Barberry shall thereafter consult with the Indemnified Person upon the Indemnified Person’s reasonable request for settle or compromise such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry CSARL, Cat UK, Cat Poland, Cat Tosno, Cat Hungary, or Caterpillar (as applicable) assumes such defense, the Indemnified Person Buyer shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberry. IfCSARL, howeverCat UK, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s counsel of both Barberry and the Indemnified Person would present such counsel with a conflict of interestCat Poland, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party ClaimCat Tosno, action, suit or proceeding and Barberry shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuantCat Hungary, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person Caterpillar (with the consent of Barberry, which consent will not be unreasonably withheldas applicable). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry CSARL, Cat UK, Cat Poland, Cat Tosno, Cat Hungary, or Caterpillar (as applicable) chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto Parties shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Each Indemnified Person shall give reasonably prompt notice as promptly as is reasonably practicable of a claim ("CLAIMS NOTICE") to Barberry each indemnifying party, in accordance with the terms of Section 11.3, of the assertion of any claim, or the commencement of any suit, action or proceeding, proceeding by any Person not a third party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreementhereunder, and shall give the indemnifying parties such information with respect thereto as the indemnifying parties may reasonably request. The giving of such Claims Notice shall not be a condition precedent to indemnification hereunder; provided provided, however, that the failure of to give reasonably prompt notice shall reduce the Indemnified Person to promptly give notice shall not relieve Barberry of its obligations except Person's recovery from the indemnifying parties only by an amount equal to the extent damages, costs and expenses (including attorneys fees), if any) that Barberry shall have been prejudiced thereby, caused by such delay. Barberry Upon receipt of such notice, each indemnifying party may, at its own expense, (i) participate in the defense of any Third Party Claim, suit, action or proceeding and (aii) upon notice to the each Indemnified Person and (b) upon delivery by Barberry to the Indemnified Person a of such indemnifying party's written agreement that the Indemnified Person is entitled to indemnification pursuant to this Article 9 for all Losses arising out of such Third Party Claimthird-party claim, suit, action or proceeding and that Barberry shall be liable for the entire amount of any Lossproceeding, at any time during the course of any such Third Party Claimclaim, suit, action action, or proceeding, assume the defense thereof; provided, however, that (ix) Barberry’s the indemnifying party's counsel is reasonably satisfactory to the Indemnified Person, and ; (iiy) Barberry the indemnifying party shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceedingproceeding and (z) the Indemnified Person shall not be required to permit the indemnifying party to assume the defense of any third-party claim which if not first paid, discharged, or otherwise complied with would result in an imminent, material interruption or cessation of the conduct of the Indemnified Party's business or any material part thereof. If Barberry the indemnifying party assumes such defense, the Indemnified Person Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberry. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s counsel of both Barberry and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claim, action, suit or proceeding and Barberry shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereofindemnifying party. Whether or not Barberry the indemnifying party chooses to defend or prosecute any such Third Party Claimclaim, suit, action action, or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable after receiving written notice thereof, to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided , including any claim pursuant to the Settlement Agreement (a “Third Party 52 Claim”) (which notice shall specify in reasonable detail the nature and amount of such claim together with such information as may be necessary for the Indemnifying Person to determine that the limitations in Section 11.4 or 11.5 have been satisfied or do not apply); provided, that failure of to give such notification will not affect the Indemnified Person to promptly give notice shall not relieve Barberry of its obligations indemnification provided hereunder except to the extent (if any) that Barberry shall have the Indemnifying Person’s defense or other rights available to it has been actually prejudiced therebyas a result of such failure. Barberry The Indemnifying Person may, at its own expense, (i) participate in the defense of any Third Party Claim, suit, action or proceeding Claim and (aii) upon written notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person’s delivering to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claim, suit, action or proceeding Claim and that Barberry the Indemnifying Person shall be liable for the entire amount of any LossLoss resulting therefrom, at any time during the course of any such Third Party Claim, suit, action or proceeding, Claim assume the defense thereof; provided, however, that (iA) Barberrythe Indemnifying Person’s counsel is reasonably satisfactory to the Indemnified Person, Person and (iiB) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s reasonable request for such consultation from time to time with respect to such Third Party Claim; provided, suitfurther, action that if such Third Party Claim involves a claim by a Government Entity, the Purchaser Indemnified Party may elect to control the defense or proceedingsettlement of such claim, at the Indemnifying Person’s expense. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own cost and expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment (i) based on an opinion of counsel that representation by Barberrythe Indemnifying Person’s counsel of both Barberry the Indemnifying Person and the Indemnified Person would be reasonably likely to present such counsel with a conflict of interestinterest or (ii) there is a reasonable probability that such claim may adversely affect it or its Affiliates in any material respect (other than with respect to the payment of money damages in an amount that does not exceed the respective caps set forth in Section 11.4 or Section 11.5), then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claim, action, suit or proceeding Claim and Barberry the Indemnifying Person shall pay all of the reasonable fees and disbursements in connection with the retention of such separate counsel. If Barberry fails The parties hereto agree to promptly notify cooperate fully with each other in connection with the Indemnified Party that Barberry desires to defend the Third Party Claim pursuantdefense, negotiation or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the settlement of any Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry chooses to defend or prosecute any such Third Party Claim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Persons of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided provided, however that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Persons of its their obligations under this Section 7.4, except to the extent (if any) that Barberry the Indemnifying Persons shall have been prejudiced thereby. Barberry The Indemnifying Persons may, at its their own expense, participate in the defense of any Third Party Claim, suit, action or proceeding (a) upon notice to the Indemnified Person and (b) upon delivery by Barberry to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claim, suit, action or proceeding and that Barberry shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, however that (i) Barberry’s the Indemnifying Persons' counsel is reasonably satisfactory to the Indemnified Person, and (ii) Barberry the Indemnifying Persons shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry assumes the Indemnifying Persons assume such defense, the Indemnified Person shall have the right (but not the dutyobligation) to participate as counsel of record in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Persons. If, however, the Indemnified Person Persons reasonably determines determine in its their judgment that representation by Barberry’s the Indemnifying Persons' counsel of both Barberry the Indemnifying Persons and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding proceeding, and Barberry the Indemnifying Persons shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry chooses the Indemnifying Persons choose to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this AgreementAgreement (which notice shall specify in reasonable detail the nature and amount of such claim together with such information as may be necessary for the Indemnifying Person to determine that the limitations in Section 6.11 have been satisfied or do not apply); provided provided, that the failure of the Indemnified Person to promptly give such notice shall not relieve Barberry the Indemnifying Person of its obligations under this Article VI except to the extent (if any) that Barberry the Indemnifying Person shall have been prejudiced thereby. Barberry mayThe Indemnifying Person will have the right, upon written notice delivered to the Indemnified Person within ten (10) days thereafter to assume the defense of such claim at its own expense, participate in . In the defense of any Third Party Claim, suit, action or proceeding (a) upon notice to the Indemnified Person and (b) upon delivery by Barberry to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claim, suit, action or proceeding and that Barberry shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claim, suit, action or proceeding, assume the defense thereof; providedevent, however, that (i) Barberry’s counsel is reasonably satisfactory the Indemnifying Person declines or fails to the Indemnified Person, and (ii) Barberry shall thereafter consult with the Indemnified Person upon the Indemnified Person’s reasonable request for such consultation from time to time with respect to such Third Party Claim, suit, action or proceeding. If Barberry assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in assume the defense thereof and to employ counsel, at its own expense, separate from of such claim on the counsel employed by Barberry. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s counsel of both Barberry and the Indemnified Person would present terms provided within such counsel with a conflict of interestten (10)-day period, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimaction or proceeding; provided, action, suit or proceeding and Barberry shall pay all of the that any reasonable fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify counsel incurred by the Indemnified Party that Barberry desires to defend Person will be paid by the Third Party Claim pursuant, Indemnifying Person as part of any Damages incurred or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then suffered by the Indemnified Party Person resulting from such claim. Regarding any claim for which the Indemnifying Person has assumed the defense, the Indemnified Person will have the right to defend, participate in such matter and to retain its own counsel. Such counsel’s reasonable fees and costs shall be at the sole cost Indemnified Person’s expense in the event the Indemnifying Person is successful in defending the underlying action and at the Indemnifying Person’s expense of Barberryin the event the Indemnifying Person is unsuccessful in defending such action. In the event the Indemnifying Person is only partly successful or unsuccessful, as the case may be, in defending such third party claim, the Third Party Claim by all appropriate proceedings, which proceedings will reasonable fees and costs shall be prosecuted by divided between the Indemnifying Person and the Indemnified Person on a pro rata basis (applying Section 92 para.1 sentence 1 last part German Civil Code of Procedure (ZPO) mutatis mutandis). The Indemnifying Person will at all times use reasonable efforts to keep the Indemnified Person reasonably apprised of the status of the defense of any matter the defense of which the Indemnifying Person has assumed and to cooperate in good faith or will be settled at the discretion of with the Indemnified Person (with respect to the defense of any such matter. To the extent the Indemnifying Person shall control or participate in the defense or settlement of any third party claim or demand, the Indemnified Person will give to the Indemnifying Person and its counsel reasonable access to all business records and other documents relevant to such defense or settlement, and shall permit them to consult with the consent employees and counsel of Barberry, which consent will not be unreasonably withheld)the Indemnifying Person. The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry chooses to defend or prosecute any such Third Party Claim, suit, action or proceeding, all of the parties hereto shall cooperate use its reasonable best efforts in the defense or prosecution thereofof all such claims.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person Each indemnified party shall give reasonably prompt notice as promptly as is reasonably practicable of a claim ("Claims Notice") to Barberry each indemnifying party, in accordance with the terms of Section 17.3, of the assertion of any claim, or the commencement of any suit, action or proceeding, proceeding by any Person not a third party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreementhereunder, and shall give the indemnifying parties such information with respect thereto as the indemnifying parties may reasonably request. The giving of such Claims Notice shall not be condition precedent to indemnification hereunder; provided provided, however, that the failure of the Indemnified Person to promptly give reasonably prompt notice shall not relieve Barberry of its obligations except reduce the indemnified party's recovery from the indemnifying parties only by an amount equal to the extent damages, costs and expenses (including attorneys fees), if any) that Barberry shall have been prejudiced thereby, caused by such delay. Barberry Upon receipt of such notice, each indemnifying party may, at its own expense, (i) participate in and (ii) upon notice to each indemnified party of such indemnifying party's written agreement that the defense indemnified party is entitled to indemnification pursuant to this Article XV for Losses arising out of any Third Party Claimsuch third-party claim, suit, action or proceeding (a) upon notice to the Indemnified Person and (b) upon delivery by Barberry to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claim, suit, action or proceeding and that Barberry shall be liable for the entire amount of any Lossproceeding, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, that (ix) Barberry’s the indemnifying party's counsel is reasonably satisfactory to the Indemnified Person, and indemnified party; (iiy) Barberry the indemnifying party shall thereafter consult with the Indemnified Person indemnified party upon the Indemnified Person’s indemnified party's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceedingproceeding and (z) the indemnified party shall not be required to permit the indemnifying party to assume the defense of any third-party claim which if not first paid, discharged or otherwise complied with would result in an imminent, material interruption or cessation of the conduct of the Surviving Corporation's business or any material part thereof. If Barberry the indemnifying party assumes such defense, the Indemnified Person indemnified party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberry. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s counsel of both Barberry and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claim, action, suit or proceeding and Barberry shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereofindemnifying party. Whether or not Barberry the indemnifying party chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person (and, if the Indemnified Person is a Purchaser Indemnified Party and the Escrow Shares continue to be held by the Escrow Agent, the Escrow Agent) of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations under this Article X except to the extent (if any) that Barberry the Indemnifying Person shall have been prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, : (a) participate in the defense of any Third Party Claimclaim, suit, action or proceeding proceeding; and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person's delivering to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification pursuant to Section 10.2 or Section 10.3 for all Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry the Indemnifying Person shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, that that: (i) Barberry’s the Indemnifying Person's counsel is reasonably satisfactory to the Indemnified Person, and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s the Indemnifying Person's counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding and Barberry the Indemnifying Person shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person (and, if the Indemnified Person is a Public Company Indemnified Party and the Escrow continues to be held by the Escrow Agent, to the Escrow Agent) of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations except to the extent (if any) that Barberry shall have been prejudiced therebyunder this Article XII. Barberry The Indemnifying Person may, at its own expense, (a) participate in the defense of any Third Party Claimclaim, suit, action or proceeding and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person’s delivering to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification pursuant to Sections 12.2 or 12.3 for all Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry the Indemnifying Person shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, provided that (i) Barberrythe Indemnifying Person’s counsel is reasonably satisfactory to the Indemnified Person, and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the dutyobligation) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberrythe Indemnifying Person’s counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding and Barberry the Indemnifying Person shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person Each indemnified party shall give reasonably prompt notice as promptly as is reasonably practicable of a claim (a "Claims Notice") to Barberry each indemnifying party, in accordance with the terms of Section 10.6 below, of the assertion of any claim, or the commencement of any suit, action or proceeding, proceeding by any Person not a third party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreementhereunder, and shall give the indemnifying party such information with respect thereto as the indemnifying party may reasonably request. The giving of such Claims Notice shall not be condition precedent to indemnification hereunder; provided provided, however, that the failure of the Indemnified Person to promptly give reasonably prompt notice shall not relieve Barberry of its obligations except reduce the indemnified party's recovery from the indemnifying party only by an amount equal to the extent damages, costs and expenses (including attorney's fees), if any) that Barberry shall have been prejudiced thereby, caused by such delay. Barberry Upon receipt of such notice, each indemnifying party may, at its own expense, participate in and, solely upon giving notice to each indemnified party of such indemnifying party's written agreement that the defense indemnified party is entitled to indemnification pursuant to this Article 8 for Losses arising out of any Third Party Claimsuch third party claim, suit, action or proceeding (a) upon notice to the Indemnified Person and (b) upon delivery by Barberry to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claim, suit, action or proceeding and that Barberry shall be liable for the entire amount of any Lossproceeding, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, that (i) Barberry’s the indemnifying party's counsel is reasonably satisfactory to the Indemnified Personindemnified party, and (ii) Barberry the indemnifying party shall thereafter consult with the Indemnified Person indemnified party upon the Indemnified Person’s indemnified party's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceedingproceeding and (iii) the indemnified party shall not be required to permit the indemnifying party to assume the defense of any third party claim which if not first paid, discharged or otherwise complied with would result in an imminent, material interruption or cessation of the conduct of the business of the indemnified party or any material part thereof. If Barberry the indemnifying party assumes such defense, the Indemnified Person indemnified party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberry. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s counsel of both Barberry and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claim, action, suit or proceeding and Barberry shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereofindemnifying party. Whether or not Barberry the indemnifying party chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person Party shall give notice as promptly as is reasonably practicable practicable, but in any event no later than fifteen (15) Business Days after receiving notice thereof, to Barberry the Indemnifying Party of the assertion of any claimClaim, or the commencement of any suit, action or proceedingProceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this AgreementAgreement (which notice shall specify in reasonable detail the nature and amount of such Claim); provided provided, however, that the failure of the Indemnified Person Party to promptly give such notice shall not relieve Barberry the Indemnifying Party of its obligations under this Article VIII except to the extent (if any) that Barberry the Indemnifying Party shall have been prejudiced thereby. Barberry The Indemnifying Party may, at its own expense, (a) participate in the defense of any Third Party Claim, suit, action or proceeding such Proceeding and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claim, suit, action or proceeding and that Barberry shall be liable for the entire amount of any LossParty, at any time during the course of any such Third Party Claim, suit, action or proceedingProceeding, assume the defense thereof; provided, however, that thereof with counsel of its own choice and in the event of such assumption shall have the exclusive right (subject to (i) Barberry’s counsel is reasonably satisfactory to no obligation, restriction, Loss or admission of fault being imposed on the Indemnified PersonParty as a result of such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) Barberry shall thereafter consult with no settlement or compromise or consent to the entry of any judgment that does not relate solely to monetary damages arising from any such Claim be effected by the Indemnifying Party without the written consent of the Indemnified Person upon the Indemnified Person’s reasonable request for Party, which consent shall not be unreasonably withheld, conditioned or delayed) to settle or compromise such consultation from time to time with respect to such Third Party Claim, suit, action or proceedingProceeding. If Barberry the Indemnifying Party assumes such defense, the Indemnified Person Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberry. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s counsel of both Barberry and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claim, action, suit or proceeding and Barberry shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereofIndemnifying Party. Whether or not Barberry the Indemnifying Party chooses to defend or prosecute any such Third Party Claim, suit, action or proceedingProceeding, all of the parties hereto Parties shall cooperate in the defense or prosecution thereof. The Party responsible for the defense of any such Claim shall, to the extent reasonably requested by the other applicable Party, keep such other Party informed as to the status of such Claim, including, without limitation, all settlement negotiations and offers. Any settlement or compromise made or caused to be made in accordance with the terms hereof by the Indemnified Party (unless the Indemnifying Party has the exclusive right to settle or compromise under this Section 8.6) or the Indemnifying Party, as the case may be, of any such Proceeding shall also be binding upon the Indemnifying Party or the Indemnified Party, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that the Indemnified Party shall not compromise or settle any Proceeding without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person (and, if the Indemnified Person is a UBICS Indemnified Party and the Escrow continues to be held by the Escrow Agent, the Escrow Agent) of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided provided, however that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations under this Article VII, except to the extent (if any) that Barberry the Indemnifying Person shall have been prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, expense participate in the defense of any Third Party Claim, suit, action or proceeding (a) upon notice to the Indemnified Person and (b) upon delivery by Barberry to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claim, suit, action or proceeding and that Barberry shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, however that (i) Barberry’s the Indemnifying Person's counsel is reasonably satisfactory to the Indemnified Person, and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the dutyobligation) to participate as counsel of record in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s the Indemnifying Person's counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding proceeding, and Barberry the Indemnifying Person shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations except to the extent (if any) that Barberry the Indemnifying Person shall have been prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, (a) participate in the defense of any Third Party Claimclaim, suit, action or proceeding and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person's delivering to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification Indemnification for all any Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry the Indemnifying Person shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; thereof provided, however, that (i) Barberry’s the Indemnifying Person's counsel is reasonably satisfactory to the Indemnified Person, and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in from its judgment judgement that representation by Barberry’s the Indemnifying Person's counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or and defend it in any such Third Party Claimclaim, action, suit or proceeding and Barberry the Indemnifying Person shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations except to the extent (if any) that Barberry the Indemnifying Person shall have been prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, (a) participate in the defense of any Third Party Claimclaim, suit, action or proceeding and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person's delivering to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses Damages arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry the Indemnifying Person shall be liable for the entire amount of any LossDamages, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, that (i) Barberry’s the Indemnifying Person's counsel is reasonably satisfactory to the Indemnified Person, and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s the Indemnifying Person's counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interestinterest or that the Indemnifying Person's counsel is inadequate to properly defend the Indemnified Person, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding and Barberry the Indemnifying Person shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations under this Article VI, except to the extent (if any) that Barberry the Indemnifying Person shall have been actually and materially prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, : (a) participate in the defense of any Third Party Claimclaim, suit, action or proceeding proceeding; and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person's delivering to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification pursuant to Section 6.2 or 6.3 for all Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry the Indemnifying Person shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, that provided that: (i) Barberry’s the Indemnifying Person's counsel is reasonably satisfactory to the Indemnified Person, ; and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the dutyobligation) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its good faith judgment that representation by Barberry’s the Indemnifying Person's counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interestinterest (after providing the Indemnifying Party prior written notice thereof and an opportunity to demonstrate otherwise), then such Indemnified Person may thereafter employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding proceeding, and Barberry the Indemnifying Person shall pay all of the reasonable fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations under this Article XI except to the extent (if any) that Barberry the Indemnifying Person shall have been prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, expense (a) participate in the defense of any Third Party Claimclaim, suit, action or proceeding and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person's delivering to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification pursuant to Section 11.2 or 11.3 for all Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry the Indemnifying Person shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, provided that (i) Barberry’s the Indemnifying Person's counsel is reasonably satisfactory to the Indemnified Person, and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the dutyobligation) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s the Indemnifying Person's counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel (Seller's consent to the choice of counsel is required, such consent not to be unreasonably withheld) to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding and Barberry the Indemnifying Person shall pay all of the reasonable fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations under this Article IX except to the extent (if any) that Barberry the Indemnifying Person shall have been prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, (a) participate in the defense of any Third Party Claimsuch claim, suit, action or proceeding and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person's delivering to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification pursuant to Section 9.02 or 9.03 for all Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry the Indemnifying Person shall be liable liable, subject to Section 9.04, for the entire amount of any Loss, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume control of the defense thereof; provided, however, provided that (i) Barberry’s the Indemnifying Person's counsel is reasonably satisfactory to the Indemnified Person, Person and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s the Indemnifying Person's counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding and Barberry the Indemnifying Person shall pay all of the reasonable fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. (a) The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement, which notice shall specify in reasonable detail the nature and (if then known and, if not then known, a reasonable estimate of) amount of such Third Party Claim; provided provided, that the failure of the Indemnified Person to promptly give such notice shall not relieve Barberry constitute a waiver of its obligations such Indemnifying Person’s rights and remedies under this Article X except to the extent (if any) that Barberry the Indemnified Person shall have been prejudiced thereby. Barberry If any Third Party Claim against any Indemnified Person is (i) solely for money damages and (ii) where the Company or any Member is the Indemnifying Person, will have no material adverse continuing effect on the Practice or the Acquired Assets, then the Indemnifying Person may, at its own expense, (a) participate in the defense of any such Third Party ClaimClaim and (b) if the Indemnifying Person delivers to the Indemnified Person the acknowledgment and agreement in writing of the Indemnifying Person that, suitif the Third Party Claim is adversely determined, action or proceeding (a) such Indemnifying Person has an obligation to provide indemnification to the Indemnified Person in respect thereof, then, upon notice to the Indemnified Person and (b) upon delivery by Barberry to the Indemnified Indemnifying Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claim, suit, action or proceeding and that Barberry shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claim, suit, action or proceeding, may assume the defense thereof; provided, however, that thereof with counsel of its own choice (i) Barberry’s counsel is reasonably satisfactory to the Indemnified Person) and in the event of such assumption, and (ii) Barberry shall thereafter consult with have the Indemnified Person upon the Indemnified Person’s reasonable request for such consultation from time right, subject to time with respect Section 10.8, to settle or compromise such Third Party Claim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberry. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s counsel of both Barberry and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claim, action, suit or proceeding and Barberry shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereofIndemnifying Person. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give written notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations under this Article XII except to the extent (if any) that Barberry the Indemnifying Person shall have been prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, : (a) participate in the defense of any Third Party Claimclaim, suit, action or proceeding proceeding; and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person's delivering to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification pursuant to Section 12.2 or Section 12.3 for all Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry the Indemnifying Person shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, that that: (i) Barberry’s the Indemnifying Person's counsel is reasonably rea- sonably satisfactory to the Indemnified Person, and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s the Indemnifying Person's counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interestinterest or if the Indemnifying Person's counsel is otherwise not reasonably satisfactory to the Indemnified Person, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding and Barberry the Indemnifying Person shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person Persons shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Persons of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided that the failure of the an Indemnified Person to promptly give notice shall not relieve Barberry an Indemnifying Person of its obligations or his obligations, except to the extent (if any) that Barberry such Indemnifying Person shall have been prejudiced thereby. Barberry Each Indemnifying Person may, at its or his own expense, participate in the defense of any Third Party Claimclaim, suit, action or proceeding (a) upon proceeding, including any examination by any taxing authority. Upon notice to the Indemnified Person Persons and (b) upon the delivery by Barberry to the Indemnified Person Persons of a written agreement signed by each Indemnifying Person that the Indemnified Person is Persons are entitled to indemnification for all Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry the Indemnifying Person(s) shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, the Indemnifying Person(s) may, at their own expense, assume the defense thereof; , provided, however, that (i) Barberry’s the Indemnifying Person(s)' counsel is reasonably satisfactory to the Indemnified PersonPersons, and (ii) Barberry the Indemnifying Person(s) shall thereafter consult with the Indemnified Person Persons upon the Indemnified Person’s Persons' reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry assumes the Indemnifying Person(s) assume such defense, the Indemnified Person Persons shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person(s). If, however, the Indemnified Person Persons reasonably determines in its judgment determine that representation by Barberry’s the Indemnifying Person(s)' counsel of both Barberry the Indemnifying Person(s) and the Indemnified Person Persons would present such counsel with a conflict of interest, then such the Indemnified Person Persons may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding and Barberry the Indemnifying Person(s) shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry chooses the Indemnified Persons choose to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The --------------------------------------------------- Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations except to the extent (if any) that Barberry the Indemnifying Person shall have been prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, (a) participate in the defense of any Third Party Claimclaim, suit, action or proceeding and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person's delivering to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry the Indemnifying Person shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, that (i) Barberry’s the Indemnifying Person's counsel is reasonably satisfactory to the Indemnified Person, and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s the Indemnifying Person's counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding and Barberry the Indemnifying Person shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person Party shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Parties and the Escrow Agent of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided provided, however that the failure of the Indemnified Person Party to promptly give notice shall not relieve Barberry the Indemnifying Parties of its their obligations under this Article VII, except to the extent (if any) that Barberry the Indemnifying Parties shall have been prejudiced thereby. Barberry The Indemnifying Parties may, at its their own expense, expense participate in the defense of any Third Party Claim, suit, action or proceeding (a) upon notice to the Indemnified Person and (b) upon delivery by Barberry to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claim, suit, action or proceeding and that Barberry shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, however that (i) Barberry’s the Indemnifying Parties’ counsel is reasonably satisfactory to the Indemnified Person, and (ii) Barberry the Indemnifying Parties shall thereafter consult with the Indemnified Person Party upon the Indemnified PersonParty’s reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry assumes the Indemnifying Parties assume such defense, the Indemnified Person Party shall have the right (but not the dutyobligation) to participate as counsel of record in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Parties. If, however, the Indemnified Person Parties reasonably determines determine in its their judgment that representation by Barberry’s the Indemnifying Parties’ counsel of both Barberry the Indemnifying Parties and the Indemnified Person Party would present such counsel with a conflict of interest, then such Indemnified Person Party may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding proceeding, and Barberry the Indemnifying Parties shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry chooses the Indemnifying Parties choose to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person Indemnitee shall give written notice as promptly as is reasonably practicable to Barberry the Indemnitor of the assertion of any claim, claim or the commencement of any suit, action proceeding or proceeding, investigation by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement, which written notice shall contain reasonable details concerning such Third Party Claim; provided provided, that the failure of the Indemnified Person Indemnitee to promptly give written notice shall not relieve Barberry the Indemnitor of its obligations under this Article IX except to the extent (if any) that Barberry the Indemnitor shall have been prejudiced thereby. Barberry The Indemnitor may, at its own expense, (i) participate in the defense of any such Third Party Claim, suit, action or proceeding Claim and (aii) upon written notice to the Indemnified Person Indemnitee and (b) upon delivery by Barberry the Indemnitor’s delivering to the Indemnified Person Indemnitee a written agreement that the Indemnified Person Indemnitee is entitled to indemnification pursuant to Sections 9.2 or 9.3 for all Losses arising out of such Third Party Claim, suit, action or proceeding Claim and that Barberry the Indemnitor shall be liable for the entire amount of any LossLoss resulting therefrom, at any time during the course of any such Third Party Claim, suit, action or proceeding, Claim assume the defense thereof; provided, however, that in the case of a Third Party Claim that involves a claim by a Government Entity, the Indemnitor may not assume the defense of such Third Party Claim except with the consent of the Indemnitee; and provided, that (iA) Barberrythe Indemnitor shall provide written evidence reasonably satisfactory to the Indemnitee demonstrating that the Indemnitor has a sufficient amount of assets for purposes of such assumption of defense and for satisfaction of any settlement or judgment in respect of such Third Party Claim, (B) the Indemnitor’s counsel is reasonably satisfactory to the Indemnified Person, Indemnitee and (iiC) Barberry the Indemnitor shall thereafter consult with the Indemnified Person Indemnitee upon the Indemnified PersonIndemnitee’s reasonable request for such consultation from time to time with respect to such Third Party Claim, suit, action or proceeding. If Barberry the Indemnitor assumes such defense, the Indemnified Person Indemnitee shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own cost and expense, separate from the counsel employed by Barberrythe Indemnitor. If, however, the Indemnified Person Indemnitee reasonably determines in its judgment that representation by Barberrythe Indemnitor’s counsel of both Barberry the Indemnitor and the Indemnified Person Indemnitee would present such counsel with a conflict of interest, then such Indemnified Person Indemnitee may employ separate counsel to represent or defend it in any such Third Party Claim, action, suit or proceeding Claim and Barberry the Indemnitor shall pay all of the reasonable fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnitor chooses to defend or prosecute contest any such Third Party Claim, suit, action or proceeding, all upon the request of the parties hereto Indemnitee, the other party shall cooperate in provide reasonable cooperation to the defense or prosecution thereofIndemnitee with respect thereto.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations under this Article VII except to the extent (if any) that Barberry the Indemnifying Person shall have been prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, : (a) participate in the defense of any Third Party Claimclaim, suit, action or proceeding proceeding; and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person's delivering to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification pursuant to Section 7.2 or Section 7.3 for all Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry the Indemnifying Person shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, that that: (i) Barberry’s the Indemnifying Person's counsel is reasonably satisfactory to the Indemnified Person, and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s the Indemnifying Person's counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding and Barberry the Indemnifying Person shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (and not a “Third Purchaser Indemnified Party Claim”or a Stockholder Indemnified Party) in respect of for which indemnity may be sought under this Agreement; provided Article X. Such notice shall specify (in reasonable detail in light of the circumstances then existing) the facts alleged to constitute the basis for such claim, the representations, warranties, covenants and obligations alleged to have been breached and the amount (to the extent then determinable) that the failure of the Indemnified Person seeks to promptly give notice shall not relieve Barberry of its obligations except recover hereunder from the Indemnifying Person, together with such other information as may be reasonably necessary for the Indemnifying Party to determine that the extent (if any) that Barberry shall limitations contained in this Article X, have been prejudiced therebysatisfied or do not apply. Barberry The Indemnifying Person may, at its own expense, (a) participate in the defense of any Third Party Claimsuch claim, suit, action or proceeding and (ab) assume the defense thereof upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person's delivering to the Indemnified Person a written agreement that (i) the Indemnified Person is entitled to indemnification pursuant to and subject to the provisions of this Article X for all Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry (ii) the Indemnifying Person shall be liable for the entire amount of any such Loss, at any time during subject to the course provisions of this Article X. In the event the Indemnifying Person assumes the defense of any such Third Party Claimclaim, suit, action or proceeding, assume (y) the defense thereof; provided, however, that (i) Barberry’s Indemnifying Person's counsel is shall be reasonably satisfactory to the Indemnified Person, Person and (iiz) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. proceeding If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s the Indemnifying Person's counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding and Barberry the Indemnifying Person shall pay all of the reasonable -52- 60 fees and disbursements in connection with the retention expenses of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate and reasonably assist in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person Each indemnified party shall give reasonably prompt notice as promptly as is reasonably practicable of a claim ("Claims Notice") to Barberry each indemnifying party, in accordance with the terms of Section 13.3, of the assertion of any claim, or the commencement of any suit, action or proceeding, proceeding by any Person not a third party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreementhereunder, and shall give the indemnifying parties such information with respect thereto as the indemnifying parties may reasonably request. The giving of such Claims Notice shall not be condition precedent to indemnification hereunder; provided that the however, failure of the Indemnified Person to promptly give reasonably prompt notice shall not relieve Barberry of its obligations except reduce the indemnified party's recovery from the indemnifying parties only by an amount equal to the extent damages, costs and expenses (if anyincluding attorneys fees) that Barberry shall have been prejudiced therebycaused by such delay. Barberry Upon receipt of such notice, each indemnifying party may, at its own expense, (i) participate in and (ii) upon notice to each indemnified party of such indemnifying party's written agreement that the defense indemnified party is entitled to indemnification pursuant to this Article XI for Losses arising out of any Third Party Claimsuch third-party claim, suit, action or proceeding (a) upon notice to the Indemnified Person and (b) upon delivery by Barberry to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claim, suit, action or proceeding and that Barberry shall be liable for the entire amount of any Lossproceeding, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, that (ix) Barberry’s the indemnifying party's counsel is reasonably satisfactory to the Indemnified Person, and indemnified party; (iiy) Barberry the indemnifying party shall thereafter consult with the Indemnified Person indemnified party upon the Indemnified Person’s indemnified party's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceedingproceeding and (z) the indemnified party shall not be required to permit the indemnifying party to assume the defense of any third-party claim which if not first paid, discharged or otherwise complied with would result in an imminent, material interruption or cessation of the conduct of the Company's business or any material part thereof. If Barberry the indemnifying party assumes such defense, the Indemnified Person indemnified party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberry. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s counsel of both Barberry and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claim, action, suit or proceeding and Barberry shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereofindemnifying party. Whether or not Barberry the indemnifying party chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations except to the extent (if any) that Barberry the Indemnifying Person shall have been prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, (a) participate in the defense of any Third Party Claimclaim, suit, action or proceeding and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person’s delivering to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses Damages arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry the Indemnifying Person shall be liable for the entire amount of any LossDamages, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, that (i) Barberrythe Indemnifying Person’s counsel is reasonably satisfactory to the Indemnified Person, and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberrythe Indemnifying Person’s counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding and Barberry the Indemnifying Person shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable after receiving notice thereof, to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceedingProceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided Agreement (which notice shall, to the extent such information is reasonably available, specify in reasonable detail the nature and amount of such claim together with such information as may be necessary for the Indemnifying Person to determine that the failure limitations in Section 10.3 have been satisfied or do not apply). Failure of the Indemnified Person to promptly give the Indemnifying Person notice as provided herein shall not relieve Barberry the Indemnifying Person of any of its obligations hereunder, except to the extent (if any) that Barberry shall have been the Indemnifying Person is actually prejudiced therebyby such failure. Barberry The Indemnifying Person may, at its own expense, (i) participate in the defense of any Third Party Claimsuch claim, suit, action or proceeding proceeding, or (aii) upon notice to the Indemnified Person and (b) upon delivery by Barberry to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claim, suit, action or proceeding and that Barberry shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claimclaim, suit, action or proceedingProceeding, assume the defense thereofthereof with counsel reasonably acceptable to the Indemnified Person and shall thereafter keep the Indemnified Person reasonably informed with respect thereto; provided, however, that the Indemnifying Person shall not be entitled to assume the defense of any claim if (iA) Barberry’s counsel is reasonably satisfactory to such claim primarily seeks an injunction or equitable relief against the Indemnified Person, and (iiB) Barberry shall thereafter consult with to the extent the Indemnified Person upon has been advised by counsel in writing (with a copy provided to the Indemnifying Person) that a conflict exists between the Indemnified Person’s reasonable request for Person and the Indemnifying Person in connection with the defense of the third party claim, (C) the third party claim consists of a criminal Proceeding or regulatory Proceeding or (D) the amount of such consultation from time to time claim, together with respect to such Third Party Claimthe amount of all then pending claims, suit, action or proceedingexceeds the then remaining balance of the Escrow Funds. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberry. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s counsel of both Barberry and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claim, action, suit or proceeding and Barberry shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereofIndemnifying Person. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceedingProceeding, all of the parties hereto Parties shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable practicable, but in any event no later than fifteen (15) days after receiving notice thereof, to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under or pursuant to this AgreementAgreement (which notice shall specify in reasonable detail the nature and amount of such claim together with any information as may be helpful for the Indemnifying Person to determine that the limitations in Section 8.4 have been satisfied or do not apply); provided provided, however, that the failure of the Indemnified Person to promptly give such notice shall not relieve Barberry the Indemnifying Person of its obligations under this Article VIII except to the extent (if any) that Barberry the Indemnifying Person shall have been prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, (a) participate in the defense of any Third Party Claimsuch claim, suit, action or proceeding and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claim, suit, action or proceeding and that Barberry shall be liable for the entire amount of any Loss, at any time prior to or during the course of any such Third Party Claimclaim, suit, action or proceeding, acknowledging in writing its indemnification obligations under this Agreement and assume the defense thereofor investigation thereof with counsel of its own choice and in the event of such acknowledgment and assumption, shall have the exclusive right, subject to clause (i) in the proviso in Section 8.7, to settle or compromise such claim, suit, action or proceeding; provided, however, that (i) Barberry’s counsel is reasonably satisfactory prior to assuming such defense, the Indemnifying Person must acknowledge in writing its indemnification obligations under this Agreement and that, subject to the Indemnified Personprovisions of Sections 8.4 and 8.9, any Losses assessed in connection with such proceeding shall be indemnifiable Losses hereunder and (ii) Barberry shall thereafter consult with the Indemnified Person upon the Indemnified Person’s reasonable request for such consultation from time be indemnified pursuant to time with respect to such Third Party Claim, suit, action or proceedingthis Article VIII. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberry. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s counsel of both Barberry and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claim, action, suit or proceeding and Barberry shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereofIndemnifying Person. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall furnish requested information as they may have with respect to such proceeding as reasonably requested and shall otherwise cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided PROVIDED that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations under this ARTICLE X except to the extent (if any) that Barberry the Indemnifying Person shall have been prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, (a) participate in the defense of any Third Party Claimclaim, suit, action or proceeding and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person's delivering to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification pursuant to SECTION 10.2 or 10.3 for all Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry the Indemnifying Person shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; providedPROVIDED, howeverHOWEVER, that (i) Barberry’s the Indemnifying Person's counsel is reasonably satisfactory to the Indemnified Person, and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s the Indemnifying Person's counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding and Barberry the Indemnifying Person shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The ----------------------------------------------------------------- Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person (and, if the Indemnified Person is a Purchaser Indemnified Party and the Escrow continues to be held by the Escrow Agent, the Escrow Agent) of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Governmental Authority or any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations under this Article 13 except ---------- to the extent (if any) that Barberry the Indemnifying Person shall have been actually prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, (a) participate in the defense of any Third Party Claimclaim, suit, action or proceeding and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person's delivering to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification pursuant to Section 5.11, 13.2 or 13.3 for all Losses arising ------------ ---- ---- out of such Third Party Claimclaim, suit, action or proceeding and that Barberry the Indemnifying Person shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, provided that (i) Barberry’s the Indemnifying Person's counsel is reasonably satisfactory to the Indemnified Person, and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the dutyobligation) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s the Indemnifying Person's counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding and Barberry the Indemnifying Person shall pay all of the reasonable fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The (a) Except with respect to Environmental Claims as provided under §6.5 below, a Party entitled to Indemnification under this Agreement (an “Indemnified Person Party”) shall give notice as promptly as is reasonably practicable to Barberry the appropriate Party required to provide indemnification under this Agreement (an “ Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceedingProceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided that the failure of the Indemnified Person Party to promptly give notice shall not relieve Barberry the Indemnifying Party of its obligations under this §6 except to the extent (if any) that Barberry the Indemnifying Party shall have been prejudiced thereby. Barberry The Indemnifying Party may, at its own expense, expense (a) participate in the defense of any Third Party Claim, suit, action or proceeding Proceeding and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claim, suit, action or proceeding and that Barberry shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claim, suit, action or proceedingProceeding, assume the defense thereof; provided, however, provided that (i) Barberrythe Indemnifying Party’s counsel is reasonably satisfactory to the Indemnified PersonParty, and (ii) Barberry the Indemnifying Party shall thereafter consult with the Indemnified Person Party upon the Indemnified PersonParty’s reasonable request for such consultation from time to time with respect to such Third Party Claim, suit, action or proceedingProceeding. If Barberry the Indemnifying Party assumes such defense, the Indemnified Person Party shall have the right (but not the dutyobligation) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Party. If, however, the Indemnified Person Party reasonably determines in its judgment that representation by Barberrythe Indemnifying Party’s counsel of both Barberry the Indemnifying Party and the Indemnified Person Party would present such counsel with a conflict of interest, and either the Indemnified Party or its counsel sets forth the basis for such conflict of interest in writing and delivers the same to the Indemnifying Party or its counsel, then such Indemnified Person Party may employ separate counsel to represent or defend it in any such Third Proceeding and the Indemnifying Party Claim, action, suit or proceeding and Barberry shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Party chooses to defend or prosecute any such Third Party Claim, suit, action or proceedingProceeding, all of the parties hereto Parties shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry Natco LLC of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry Natco LLC of its obligations except to the extent (if any) that Barberry Natco LLC shall have been prejudiced thereby. Barberry Natco LLC may, at its own expense, (a) participate in the defense of any Third Party Claimclaim, suit, action or proceeding proceeding, and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry Natco LLC delivering to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry Natco LLC shall be liable for the entire amount of any Lossloss, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, that (i) Barberry’s Natco LLC's counsel is reasonably satisfactory to the Indemnified Person, and (ii) Barberry Natco LLC shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry Natco LLC assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by BarberryNatco LLC. If, however, counsel for the Indemnified Person reasonably determines in its judgment that representation by Barberry’s Natco LLC's counsel of both Barberry Natco LLC and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding and Barberry Natco LLC shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry Natco LLC chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry Arnos of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry Arnos of its obligations except to the extent (if any) that Barberry Arnos shall have been prejudiced thereby. Barberry Arnos may, at its own expense, participate in the defense of any Third Party Claim, suit, action or proceeding (a) upon notice to the Indemnified Person and (b) upon delivery by Barberry Arnos to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claim, suit, action or proceeding and that Barberry Arnos shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claim, suit, action or proceeding, assume the defense thereof; provided, however, that (i) BarberryArnos’s counsel is reasonably satisfactory to the Indemnified Person, and (ii) Barberry Arnos shall thereafter consult with the Indemnified Person upon the Indemnified Person’s reasonable request for such consultation from time to time with respect to such Third Party Claim, suit, action or proceeding. If Barberry Arnos assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by BarberryArnos. If, however, the Indemnified Person reasonably determines in its judgment that representation by BarberryArnos’s counsel of both Barberry Arnos and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claim, action, suit or proceeding and Barberry Arnos shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry Arnos fails to promptly notify the Indemnified Party that Barberry Arnos desires to defend the Third Party Claim pursuant, or if Barberry Arnos gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of BarberryArnos, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of BarberryArnos, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry Arnos chooses to defend or prosecute any such Third Party Claim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable practicable, but in any event no later than five (5) Business Days after receiving notice thereof, to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this AgreementAgreement (which notice shall specify in reasonable detail the nature and amount of such claim together with such information as may be necessary for the Indemnifying Person to determine that the limitations in SECTION 10.4 have been satisfied or do not apply); provided PROVIDED, that the failure of the Indemnified Person to promptly give such notice shall not relieve Barberry the Indemnifying Person of its obligations under this ARTICLE X except to the extent (if any) that Barberry the Indemnifying Person shall have been prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, (a) participate in the defense of any Third Party Claim, suit, action or proceeding (a) upon notice to the Indemnified Person and (b) upon delivery by Barberry to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry shall be liable for (b) upon notice to the entire amount of any LossIndemnified Person, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; providedthereof with counsel of its own choice and in the event of such assumption, howevershall have the exclusive right, that subject to CLAUSE (i) Barberry’s counsel is reasonably satisfactory of SECTION 10.7, to the Indemnified Person, and (ii) Barberry shall thereafter consult with the Indemnified Person upon the Indemnified Person’s reasonable request for settle or compromise such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberry. Ifthe Indemnifying Person, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s counsel of both Barberry and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it will refrain from making any public announcements in any respect of such Third Party Claimclaim, actionsuit, suit action or proceeding and Barberry shall pay all or otherwise communicating with the news media without the prior consent of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereofIndemnifying Person. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof. Notwithstanding anything to the contrary set forth in this Agreement, Sellers shall continue to control the defense of the Venezuelan Arbitration and the prosecution of the Peruvian Arbitration in all respects following the applicable Closing with respect to the Venezuelan Arbitration Entities and the Peruvian Acquired Companies.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations except to the extent (if any) that Barberry the Indemnifying Person shall have been prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, (a) participate in the defense of any Third Party Claimclaim, suit, action or proceeding and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person’s delivering to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry the Indemnifying Person shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, that (i) Barberrythe Indemnifying Person’s counsel is reasonably satisfactory to the Indemnified Person, and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberrythe Indemnifying Person’s counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding and Barberry the Indemnifying Person shall pay all of the reasonable fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person indemnified Party shall give notice as promptly as is reasonably practicable to Barberry the indemnifying Party of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Third-Party Claim”) in respect of which indemnity may be sought under this Agreement; provided provided, that the failure of the Indemnified Person indemnified Party to promptly give such notice shall not relieve Barberry the indemnifying Party of its obligations under this Article 10 except to the extent (if any) that Barberry the indemnifying Party shall have been prejudiced thereby. Barberry may, at its own expense, participate in Except to the extent that such Third-Party Claim is likely to cause material modifications to the indemnified Party’s operations or to the extent that the defense of any Third such Third-Party Claim, suit, action or proceeding (a) upon notice to Claim by the Indemnified Person and (b) upon delivery by Barberry to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses arising out of such Third indemnifying Party Claim, suit, action or proceeding and that Barberry shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claim, suit, action or proceeding, assume the defense thereof; provided, however, that (i) Barberry’s counsel is reasonably satisfactory to the Indemnified Person, and (ii) Barberry shall thereafter consult with the Indemnified Person upon the Indemnified Person’s reasonable request for such consultation from time to time with respect to such Third Party Claim, suit, action or proceeding. If Barberry assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberry. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s counsel of both Barberry and the Indemnified Person would present such counsel with create a conflict of interest, the indemnifying Party will have the right, by written notice delivered to the indemnified Party within ten days thereafter, to assume the defense of such Third-Party Claim, including the employment of counsel reasonably satisfactory to the indemnified Party and the payment of the fees and disbursements of such counsel. In the event, however, that the indemnifying Party declines or fails to assume the defense of such Third-Party Claim on the terms and within the time provided above or to employ counsel reasonably satisfactory to the indemnified Party, then such Indemnified Person indemnified Party may employ separate counsel to represent or defend it in any such Third Party Claim, action, suit action or proceeding and Barberry shall the indemnifying Party will pay all of the reasonable fees and disbursements in connection with the retention of such separate counselcounsel as incurred. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Regarding any Third-Party Claim pursuantfor which the indemnifying Party has assumed the defense, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified indemnified Party will have the right to defend, participate in such matter and to retain its own counsel at the sole cost indemnifying Party’s expense. The indemnifying Party shall at all times use reasonable efforts to keep the indemnified Party reasonably apprised of the status of the defense of any matter the defense of which the indemnifying Party has assumed and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person to cooperate in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry chooses to defend or prosecute any such Third Party Claim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.indemnified

Notice of Third Party Claims; Assumption of Defense. The --------------------------------------------------- Indemnified Person shall give written notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations under this Article XII except to the extent (if any) that Barberry the Indemnifying Person shall have been prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, : (a) participate in the defense of any Third Party Claimclaim, suit, action or proceeding proceeding; and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person's delivering to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification pursuant to Section 12.2 or Section 12.3 for all Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry the Indemnifying Person shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, that that: (i) Barberry’s the Indemnifying Person's counsel is reasonably satisfactory to the Indemnified Person, and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s the Indemnifying Person's counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interestinterest or if the Indemnifying Person's counsel is otherwise not reasonably satisfactory to the Indemnified Person, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding and Barberry the Indemnifying Person shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person (and, if the Indemnified Person is a MTLM Indemnified Party and the Escrow continues to be held by the Escrow Agent, the Escrow Agent) of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided that the failure of the Indemnified Person to promptly give prompt notice shall not relieve Barberry the Indemnifying Person of its obligations under this Article XII, except to the extent (if any) that Barberry the Indemnifying Person shall have been actually and materially prejudiced therebythereby or except if such notice shall be first given after the expiration of the applicable survival period provided herein. Barberry The Indemnifying Person may, at its own expense, : (a) participate in the defense of any Third Party Claimclaim, suit, action or proceeding proceeding; and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person's delivering to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification pursuant to Section 12.2 or 12.3 for all Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry the Indemnifying Person shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, that provided that: (i) Barberry’s the Indemnifying Person's counsel is reasonably satisfactory to the Indemnified Person, ; and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the dutyobligation) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s the Indemnifying Person's counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding proceeding, and Barberry the Indemnifying Person shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable practicable, but in any event no later than twenty (20) days after receiving notice thereof, to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this AgreementAgreement (which notice shall be prepared and presented in good faith, and shall specify in reasonable detail the nature and amount of such claim together with all documents delivered to the Indemnified Person by or on behalf of such third party Person and such information as may be necessary for the Indemnifying Person to determine that the limitations in Section 9.4 have been satisfied); provided provided, that the failure of the Indemnified Person to promptly give such notice shall not relieve Barberry the Indemnifying Person of its obligations under this Article IX except to the extent (if any) that Barberry the Indemnifying Person shall have been prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, (a) participate in the defense of any Third Party Claim, suit, action or proceeding (a) upon notice to the Indemnified Person and (b) upon delivery by Barberry to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry shall be liable for (b) upon notice to the entire amount of any LossIndemnified Person, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; providedthereof with counsel of its own choice and in the event of such assumption, howevershall have the exclusive right, that (i) Barberry’s counsel is reasonably satisfactory subject to the Indemnified PersonSection 9.7, and (ii) Barberry shall thereafter consult with the Indemnified Person upon the Indemnified Person’s reasonable request for to settle or compromise such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberry. Ifthe Indemnifying Person, howeverand such Indemnified Person will refrain, subject to any applicable Law and the regulations of any applicable stock exchange (provided, that the Indemnified Person reasonably determines will use best efforts to provide the Indemnifying Person with no less than twenty-four hours' notice in its judgment the event that representation by Barberry’s counsel it is required to make any public announcement or communication with the news media) from making any public announcements in respect of both Barberry and the Indemnified Person would present such counsel with a conflict of interestclaim, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimsuit, action, suit action or proceeding and Barberry shall pay all or otherwise communicating with the news media without the prior consent of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereofIndemnifying Person. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations under this Article XI except to the extent (if any) that Barberry the Indemnifying Person shall have been prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, expense (a) participate in the defense of any Third Party Claimclaim, suit, action or proceeding proceeding; and (ab) subject to Section 11.6, upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person's delivering to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification pursuant to Section 11.2 or Section 11.3 for all Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry the Indemnifying Person shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, that (i) Barberry’s the Indemnifying Person's counsel is reasonably satisfactory to the Indemnified Person, and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s the Indemnifying Person's counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interestinterest or if the Indemnifying Person's counsel is otherwise not reasonably satisfactory to the Indemnified Person, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding and Barberry the Indemnifying Person shall pay all of the reasonable fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereofthereof at the Indemnifying Person's expense (except as set forth in Section 11.5).

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable after receiving notice thereof, to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceedingProceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided Agreement (which notice shall, to the extent such information is reasonably available, specify in reasonable detail the nature and amount of such claim together with such information as may be necessary for the Indemnifying Person to determine that the failure limitations in Section 10.3 have been satisfied or do not apply). Failure of the Indemnified Person to promptly give the Indemnifying Person notice as provided herein shall not relieve Barberry the Indemnifying Person of any of its obligations hereunder, except to the extent (if any) that Barberry shall have been the Indemnifying Person is actually prejudiced therebyby such failure. Barberry The Indemnifying Person may, at its own expense, (i) participate in the defense of any Third Party Claimsuch claim, suit, action or proceeding proceeding, or (aii) upon notice to the Indemnified Person and (b) upon delivery by Barberry to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claim, suit, action or proceeding and that Barberry shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claimclaim, suit, action or proceedingProceeding, assume the defense thereofthereof with counsel reasonably acceptable to the Indemnified Person and shall thereafter keep the Indemnified Person reasonably informed with respect thereto; provided, however, that the Indemnifying Person shall not be entitled to assume the defense of any claim if (iA) Barberry’s counsel is reasonably satisfactory to such claim primarily seeks an injunction or equitable relief against the Indemnified Person, and (iiB) Barberry shall thereafter consult with to the extent the Indemnified Person upon has been advised by counsel in writing (with a copy provided to the Indemnifying Person) that a conflict exists between the Indemnified Person’s reasonable request for Person and the Indemnifying Person in connection with the defense of the third party claim, (C) the third party claim consists of a criminal Proceeding or regulatory Proceeding or (D) the amount of such consultation from time to time claim, together with respect to such Third Party Claimthe amount of all then pending claims, suit, action or proceedingexceeds the then remaining balance of the Escrow Shares. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberry. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s counsel of both Barberry and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claim, action, suit or proceeding and Barberry shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereofIndemnifying Person. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceedingProceeding, all of the parties hereto Parties shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give written notice (the “Initial Notice”) as promptly as is reasonably practicable practicable, but in any event no later than 10 Business Days after receiving notice thereof, to Barberry the Indemnifying Person of the written assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may is to be sought under this Agreement; provided Agreement (which notice shall specify in reasonable detail the nature of such claim and the estimated amount (if then susceptible to estimation) that the Indemnified Person at that time plans to seek hereunder from the Indemnifying Person, together with such reasonably available information (if not already available to the Indemnifying Person) as may be necessary for the Indemnifying Person to determine that the limitations in Section 8.4 have been satisfied or do not apply); provided, that failure of the Indemnified Person to promptly give such notice of any such claim or commencement shall not relieve Barberry release, waive or otherwise affect the obligations under this Article 8 of its obligations the Indemnifying Person with respect thereto except to the extent (if any) that Barberry shall have been it is materially prejudiced therebyby the failure or delay in giving such notice. Barberry The Indemnifying Person may, at its own expense, (a) participate in the defense of any Third Party Claimsuch claim, suit, action or proceeding and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry to within 10 Business Days after the receipt of the Initial Notice from the Indemnified Person a written agreement that of the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claim, suit, action or proceeding and that Barberry shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, that (i) Barberry’s thereof with counsel is of its own choice reasonably satisfactory acceptable to the Indemnified Person, and in the event of such assumption, shall have the exclusive right, subject to compliance by the Indemnifying Person with clauses (iia) Barberry shall thereafter consult with the Indemnified Person upon the Indemnified Person’s reasonable request for and (c) of Section 8.7, to settle or compromise such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person does not so elect to assume such defense in accordance with the terms of this Section 8.6, the Indemnified Person may defend such claim, suit, action or proceeding in such manner as the Indemnified Person may deem appropriate, including settling such claim or action or proceeding (after giving notice of the same to the Indemnifying Person) on such terms as the Indemnified Person may deem appropriate, and the Indemnifying Person shall assist and cooperate with such defense in accordance with Section 5.2 and, if liable pursuant to this Article 8, shall promptly indemnify the Indemnified Person in accordance with the provisions of this Article 8. If the Indemnifying Person so assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, counsel separate from the counsel employed by Barberry. Ifthe Indemnifying Person; provided, however, that the Indemnified Person reasonably determines in its judgment that representation by Barberry’s counsel expense of both Barberry and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claim, action, suit or proceeding and Barberry so employed shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted borne by the Indemnified Person in good faith unless there exists actual or will be settled at potential conflicting interests between the discretion of Indemnifying Person and the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereofPerson. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified --------------------------------------------------- Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person (and, if the Indemnified Person is a Purchaser Indemnified Party and the Escrow continues to be held by the Escrow Agent, the Escrow Agent) of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its indemnification obligations under this Agreement except to the extent (if any) that Barberry the Indemnifying Person shall have been prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, (a) participate in the defense of any Third Party Claimclaim, suit, action or proceeding and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person's delivering to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification hereunder for all Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry the Indemnifying Person shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, that (i) Barberry’s the Indemnifying Person's counsel is reasonably satisfactory to the Indemnified Person, and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s the Indemnifying Person's counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding and Barberry the Indemnifying Person shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations under this Article X, except to the extent (if any) that Barberry the Indemnifying Person shall have been prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, expense (a) participate in the defense of any Third Party Claimclaim, suit, action or proceeding proceeding, and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person's delivering to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification pursuant to Section 10.2 or 10.3 for all Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry the Indemnifying Person shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, provided that (i) Barberry’s the Indemnifying Person's counsel is reasonably satisfactory to the Indemnified Person, and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) obligation), provided such participation does not, in the reasonable determination of the Indemnifying Person, unreasonably interfere with the defense by the Indemnifying Person, to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberry. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s counsel of both Barberry and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claim, action, suit or proceeding and Barberry shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereofIndemnifying Person. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (other than by a “Third Party Claim”Governmental Authority with respect to Taxes) in respect of which indemnity may be sought under this Agreement; provided provided, that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations under this Article VII, except to the extent (if any) that Barberry the Indemnifying Person shall have been materially prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, (a) participate in the defense of any Third Party Claimsuch claim, suit, action or proceeding and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person's delivering to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification pursuant to Section 7.2 or Section 7.3 for all Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry the Indemnifying Person shall be liable for the entire amount of any LossLoss resulting therefrom, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, that (i) Barberry’s the Indemnifying Person's counsel is reasonably satisfactory to the Indemnified Person, Person and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s the Indemnifying Person's counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding and Barberry the Indemnifying Person shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (other than by a “Third Party Claim”Governmental Authority with respect to Taxes) in respect of which indemnity may be sought under this Agreement or any Related Agreement; provided provided, that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations under this Article VIII, except to the extent (if any) that Barberry the Indemnifying Person shall have been materially prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, (a) participate in the defense of any Third Party Claimsuch claim, suit, action or proceeding and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person’s delivering to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification pursuant to Section 8.2 or Section 8.3 for all Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry the Indemnifying Person shall be liable for the entire amount of any LossLoss resulting therefrom, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; , provided, however, that (i) Barberrythe Indemnifying Person’s counsel is reasonably satisfactory to the Indemnified Person, Person and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberrythe Indemnifying Person’s counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding and Barberry the Indemnifying Person shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or action, proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person Each indemnified party shall give reasonably prompt notice as promptly as is reasonably practicable of a claim ("Claims Notice") to Barberry each indemnifying party, in accordance with the terms of Section 13.3 below, of the assertion of any claim, or the commencement of any suit, action or proceeding, proceeding by any Person not a third-party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreementhereunder, and shall give the indemnifying parties such information with respect thereto as the indemnifying parties may reasonably request. The giving of such Claims Notice shall not be a condition precedent to indemnification hereunder; provided provided, however, that the failure of the Indemnified Person to promptly give reasonably prompt notice shall not relieve Barberry of its obligations except reduce the indemnified party's recovery from the indemnifying party only by an amount equal to the extent Losses (if anyincluding attorney's fees) that Barberry shall have been prejudiced therebycaused by such delay. Barberry Upon receipt of such notice, each indemnifying party may, at its own expense, participate in and, upon notice to each indemnified party of such indemnifying party's written agreement that the defense indemnified party is entitled to indemnification pursuant to this Article XI for Losses arising out of any Third Party Claimsuch third-party claim, suit, action or proceeding (a) upon notice to the Indemnified Person and (b) upon delivery by Barberry to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claim, suit, action or proceeding and that Barberry shall be liable for the entire amount of any Lossproceeding, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, that (i) Barberry’s the indemnifying party's counsel is reasonably satisfactory to the Indemnified Personindemnified party, and (ii) Barberry the indemnifying party shall thereafter consult with the Indemnified Person indemnified party upon the Indemnified Person’s indemnified party's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceedingproceeding and (iii) the indemnified party shall not be required to permit the indemnifying party to assume the defense of any third-party claim which if not first paid, discharged or otherwise complied with would result in an imminent, material interruption or cessation of the conduct of the business of such indemnified party or any material part thereof. If Barberry the indemnifying party assumes such defense, the Indemnified Person indemnified party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberry. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s counsel of both Barberry and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claim, action, suit or proceeding and Barberry shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereofindemnifying party. Whether or not Barberry the indemnifying party chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided that the failure of the Indemnified Person to promptly give given notice shall not relieve Barberry the Indemnifying Person of its obligations except to the extent (extent, if any) , that Barberry the Indemnifying Person shall have been prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, (a) participate in the defense of any Third Party Claimclaim, suit, action or proceeding and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person's delivering to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry the Indemnifying Person shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, that (i) Barberry’s the Indemnifying Person's counsel is reasonably satisfactory to the Indemnified Person, and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (right, but not the duty) , to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberry. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s counsel of both Barberry and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claim, action, suit or proceeding and Barberry shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereofIndemnifying Person. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided provided, that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations under this Article VIII except to the extent (if any) that Barberry the Indemnifying Person shall have been actually prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, expense (a) participate in the defense of any Third Party Claimclaim, suit, action or proceeding and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person’s delivering to the Indemnified Person of a written agreement that the Indemnified Person is entitled to indemnification pursuant to Section 8.2 or 8.3 for all Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry shall be liable for the entire amount of any Lossproceeding, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, that (i) Barberrythe Indemnifying Person’s counsel is reasonably satisfactory to the Indemnified Person, Person and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the dutyobligation) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberrythe Indemnifying Person’s counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding and Barberry the Indemnifying Person shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided provided, that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations under this Article XIII except to the extent (if any) that Barberry the Indemnifying Person shall have been actually prejudiced thereby. Barberry mayThe Indemnifying Person shall, at its own expense, participate in assume the defense of any Third Party Claimclaim, suit, action or proceeding (a) upon notice to the Indemnified Person and (b) upon delivery by Barberry to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claim, suit, action or proceeding and that Barberry shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claim, suit, action or proceeding, assume the defense thereof; provided, however, that (i) Barberry’s with counsel is reasonably satisfactory to the Indemnified Person, and (ii) Barberry . The Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry assumes such defense, the The Indemnified Person shall have the right (but not the dutyobligation) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s the Indemnifying Person's counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding and Barberry the Indemnifying Person shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry chooses to defend or prosecute any such Third Party Claim, suit, action or proceeding, all All of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person Each indemnified party shall give reasonably prompt notice as promptly as is reasonably practicable of a claim ("Claims Notice") to Barberry each indemnifying party, in accordance with the terms of Section 14.3 below, of the assertion of any claim, or the commencement of any suit, action or proceeding, proceeding by any Person not a third party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreementhereunder, and shall give the indemnifying parties such information with respect thereto as the indemnifying parties may reasonably request. The giving of such Claims Notice shall not be a condition precedent to indemnification hereunder; provided provided, however, that the failure of the Indemnified Person to promptly give reasonably prompt notice shall not relieve Barberry of its obligations except reduce the indemnified party's recovery from the indemnifying party only by an amount equal to the extent Losses (if anyincluding attorney's fees) that Barberry shall have been prejudiced therebycaused by such delay. Barberry Upon receipt of such notice, each indemnifying party may, at its own expense, participate in and, upon notice to each indemnified party of such indemnifying party's written agreement that the defense indemnified party is entitled to indemnification pursuant to this Article XII for Losses arising out of any Third Party Claimsuch third party claim, suit, action or proceeding (a) upon notice to the Indemnified Person and (b) upon delivery by Barberry to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claim, suit, action or proceeding and that Barberry shall be liable for the entire amount of any Lossproceeding, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, that (i) Barberry’s the indemnifying party's counsel is reasonably satisfactory to the Indemnified Personindemnified party, and (ii) Barberry the indemnifying party shall thereafter consult with the Indemnified Person indemnified party upon the Indemnified Person’s indemnified party's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceedingproceeding and (iii) the indemnified party shall not be required to permit the indemnifying party to assume the defense of any third party claim which if not first paid, discharged or otherwise complied with would result in an imminent, material interruption or cessation of the conduct of the business of such indemnified party or any material part thereof. If Barberry the indemnifying party assumes such defense, the Indemnified Person indemnified party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberry. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s counsel of both Barberry and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claim, action, suit or proceeding and Barberry shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereofindemnifying party. Whether or not Barberry the indemnifying party chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided provided, that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations under this Article IX except to the extent (if any) that Barberry the Indemnifying Person shall have been actually prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, expense (a) participate in the defense of any Third Party Claimclaim, suit, action or proceeding and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person's delivering to the Indemnified Person of a written agreement that the Indemnified Person is entitled to indemnification pursuant to Section 9.01 or 9.02 for all Losses Damages arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry shall be liable for the entire amount of any Lossproceeding, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, that (i) Barberry’s the Indemnifying Person's counsel is reasonably satisfactory to the Indemnified Person, Person and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the dutyobligation) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s the Indemnifying Person's counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding and Barberry the Indemnifying Person shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided that the failure of the Indemnified Person to promptly give given notice shall not relieve Barberry the Indemnifying Person of its obligations except to the extent (extent, if any) , that Barberry the Indemnifying Person shall have been prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, (a) participate in the defense of any Third Party Claimclaim, suit, action or proceeding and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person's delivering to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry the Indemnifying Person shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, that (i) Barberry’s the Indemnifying Person's counsel is reasonably satisfactory to the Indemnified Person, and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (right, but not the duty) , to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s the Indemnifying Person's counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding and Barberry the Indemnifying Person shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person Party shall give notice as promptly as is reasonably practicable practicable, but in any event no later than fifteen (15) Business Days after receiving notice thereof, to Barberry the Indemnifying Party of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided that the failure of the Indemnified Person to promptly give Agreement (a "Third Party Claim") (which notice shall not relieve Barberry of its obligations except shall, to the extent (if any) such information is reasonably available, specify in reasonable detail the facts alleged to constitute the basis for such claim, the representations, warranties, covenants and obligations alleged to have been breached and the amount of such claim together with such information as may be necessary for the Indemnifying Party to determine that Barberry the limitations in Section 9.4 have been satisfied or do not apply). The Indemnifying Party shall have been prejudiced thereby. Barberry may, at its own expense, participate in the defense of any Third Party Claim, suit, action or proceeding (a) upon notice right to defend the Indemnified Person and (b) upon delivery by Barberry to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claim, suit, action or proceeding and that Barberry shall be liable for the entire amount of any Loss, at any time during the course of against any such Third Party Claim, suit, action or proceeding, assume the defense thereof; provided, however, that (i) Barberry’s claim with counsel is of its choice reasonably satisfactory to the Indemnified Person, and (ii) Barberry shall thereafter consult with Party so long as the Indemnifying Party notifies the Indemnified Person upon Party in writing within fifteen (15) days after the Indemnified Person’s reasonable request Party has given notice of the claim that the Indemnifying Party shall assume the defense of such claim. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any such claim if the claim seeks an order, injunction or other equitable relief or relief for such consultation other than money damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel and the Indemnifying Party's outside counsel, cannot be separated from time to time with respect to such Third Party Claim, suit, action or proceedingany related claim for money damages. If Barberry such equitable relief or other relief portion of such claim can be so separated from that portion for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages. If the Indemnifying Party assumes such defense, the Indemnified Person Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Party. If, however, To the Indemnified Person reasonably determines in its judgment that representation by Barberry’s counsel of both Barberry and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claim, action, suit or proceeding and Barberry shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify extent the Indemnified Party that Barberry desires is entitled to defend indemnification hereunder with respect to such claim, if and to the Third extent the Indemnifying Party Claim pursuantdoes not assume the defense of any such claim, suit, action or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberryproceeding, the Third Indemnifying Party Claim by shall nonetheless be responsible for the payment when due of all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person reasonable costs and expenses incurred in good faith or will be settled at the discretion defense of the Indemnified Person (with the consent of Barberryclaim, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedingssuit, including any compromise action or settlement thereofproceeding. Whether or not Barberry the Indemnifying Party chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations under Section 5.3 or this Article 9 except to the extent (if any) that Barberry the Indemnifying Person shall have been prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, (a) participate in the defense of any Third Party Claimclaim, suit, action or proceeding and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person’s delivering to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification pursuant to Section 5.3, 9.2 or 9.3 for all Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry the Indemnifying Person shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, that (i) Barberrythe Indemnifying Person’s counsel is reasonably satisfactory to the Indemnified Person, and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberrythe Indemnifying Person’s counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding and Barberry the Indemnifying Person shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided provided, that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations under this Article X except to the extent (if any) that Barberry the Indemnifying Person shall have been prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, (a) participate in the defense of any Third Party Claimsuch claim, suit, action or proceeding and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person's delivering to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification pursuant to Section 10.2 or 10.3 for all Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry the Indemnifying Person shall be liable for the entire amount of any LossLoss resulting therefrom, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, that (i) Barberry’s the Indemnifying Person's counsel is reasonably satisfactory to the Indemnified Person, Person and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s the Indemnifying Person's counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding and Barberry the Indemnifying Person shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof. Settlement or Compromise. Any settlement or compromise made or caused to be made by the Indemnified Person or the Indemnifying Person, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in Section 10.5 shall also be binding upon the Indemnifying Person or the Indemnified Person, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, that no obligation, restriction or Loss shall be imposed on the Indemnified Person as a result of such settlement without its prior written consent. The Indemnified Person will give the Indemnifying Person at least thirty (30) days' notice of any proposed settlement or compromise of any claim, suit, action or proceeding referred to in Section 10.5 that it is defending, during which time the Indemnifying Person may reject such proposed settlement or compromise; provided, that from and after such rejection, the Indemnifying Person shall be obligated to assume the defense of and full and complete liability and responsibility for such claim, suit, action or proceeding and any and all Losses in connection therewith in excess of the amount of unindemnifiable Losses which the Indemnified Person would have been obligated to pay under the proposed settlement or compromise.

Notice of Third Party Claims; Assumption of Defense. The Indemnified --------------------------------------------------- Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claim, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations except to the extent (if any) that Barberry the Indemnifying Person shall have been prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, (a) participate in the defense of any Third Party Claimclaim, suit, action or proceeding and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person's delivering to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claimclaim, suit, action or proceeding and that Barberry the Indemnifying Person shall be liable for the entire amount of any Loss, at any time during the course of any such Third Party Claimclaim, suit, action or proceeding, assume the defense thereof; provided, however, that (i) Barberry’s the Indemnifying Person's counsel is reasonably satisfactory to the Indemnified Person, and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s the Indemnifying Person's counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim, action, suit or proceeding and Barberry the Indemnifying Person shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person Party shall give notice as promptly as is reasonably practicable practicable, but in any event no later than fifteen (15) Business Days after receiving notice thereof, to Barberry the Indemnifying Party of the assertion of any claimClaim, or the commencement of any suit, action or proceedingProceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this AgreementAgreement (which notice shall specify in reasonable detail the nature and amount of such Claim); provided provided, however, that the failure of the Indemnified Person Party to promptly give such notice shall not relieve Barberry the Indemnifying Party of its obligations under this Article IX except to the extent (if any) that Barberry the Indemnifying Party shall have been prejudiced thereby. Barberry The Indemnifying Party may, at its own expense, (a) participate in the defense of any Third Party Claim, suit, action or proceeding such Proceeding and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry to the Indemnified Person a written agreement that the Indemnified Person is entitled to indemnification for all Losses arising out of such Third Party Claim, suit, action or proceeding and that Barberry shall be liable for the entire amount of any LossParty, at any time during the course of any such Third Party Claim, suit, action or proceedingProceeding, assume the defense thereof; provided, however, that thereof with counsel of its own choice and in the event of such assumption shall have the exclusive right (subject to (i) Barberry’s counsel is reasonably satisfactory to no obligation, restriction, Loss or admission of fault being imposed on the Indemnified PersonParty as a result of such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) Barberry shall thereafter consult with no settlement or compromise or consent to the entry of any judgment that does not relate solely to monetary damages arising from any such Claim be effected by the Indemnifying Party without the written consent of the Indemnified Person upon the Indemnified Person’s reasonable request for Party, which consent shall not be unreasonably withheld, conditioned or delayed) to settle or compromise such consultation from time to time with respect to such Third Party Claim, suit, action or proceedingProceeding. If Barberry the Indemnifying Party assumes such defense, the Indemnified Person Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberry. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s counsel of both Barberry and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claim, action, suit or proceeding and Barberry shall pay all of the fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereofIndemnifying Party. Whether or not Barberry the Indemnifying Party chooses to defend or prosecute any such Third Party Claim, suit, action or proceedingProceeding, all of the parties hereto Parties shall cooperate in the defense or prosecution thereof. The Party responsible for the defense of any such Claim shall, to the extent reasonably requested by the other applicable Party, keep such other Party informed as to the status of such Claim, including, without limitation, all settlement negotiations and offers. Any settlement or compromise made or caused to be made in accordance with the terms hereof by the Indemnified Party (unless the Indemnifying Party has the exclusive right to settle or compromise under this Section 9.6) or the Indemnifying Party, as the case may be, of any such Proceeding shall also be binding upon the Indemnifying Party or the Indemnified Party, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that the Indemnified Party shall not compromise or settle any Proceeding without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed.

Notice of Third Party Claims; Assumption of Defense. The Indemnified Person shall give notice as promptly as is reasonably practicable to Barberry the Indemnifying Person of the assertion of any claimclaim or demand, or the commencement of any suit, action or proceeding, by any Person not a party hereto (a “Third Party Claim”) in respect of which indemnity may be sought under this Agreement; provided PROVIDED, that the failure of the Indemnified Person to promptly give notice shall not relieve Barberry the Indemnifying Person of its obligations under this ARTICLE XIII except to the extent (if any) that Barberry the Indemnifying Person shall have been actually prejudiced thereby. Barberry The Indemnifying Person may, at its own expense, expense (a) participate in the defense of any Third Party Claimclaim, demand, suit, action or proceeding and (ab) upon notice to the Indemnified Person and (b) upon delivery by Barberry the Indemnifying Person's delivering to the Indemnified Person of a written agreement that the Indemnified Person is entitled to indemnification pursuant to SECTION 13.2 or 13.3 for all Losses arising out of such Third Party Claimclaim, demand, suit, action or proceeding and that Barberry shall be liable for the entire amount of any Lossproceeding, at any time during the course of any such Third Party Claimclaim, demand, suit, action or proceeding, assume the defense thereof; provided, howeverPROVIDED, that (i) Barberry’s the Indemnifying Person's counsel is reasonably satisfactory to the Indemnified Person, Person and (ii) Barberry the Indemnifying Person shall thereafter consult with the Indemnified Person upon the Indemnified Person’s 's reasonable request for such consultation from time to time with respect to such Third Party Claimclaim, demand, suit, action or proceeding. If Barberry the Indemnifying Person assumes such defense, the Indemnified Person shall have the right (but not the dutyobligation) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by Barberrythe Indemnifying Person. If, however, the Indemnified Person reasonably determines in its judgment that representation by Barberry’s the Indemnifying Person's counsel of both Barberry the Indemnifying Person and the Indemnified Person would present such counsel with a conflict of interest, then such Indemnified Person may employ separate counsel to represent or defend it in any such Third Party Claimclaim, demand, action, suit or proceeding and Barberry the Indemnifying Person shall pay all of the reasonable fees and disbursements in connection with the retention of such separate counsel. If Barberry fails to promptly notify the Indemnified Party that Barberry desires to defend the Third Party Claim pursuant, or if Barberry gives such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of Barberry, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Person in good faith or will be settled at the discretion of the Indemnified Person (with the consent of Barberry, which consent will not be unreasonably withheld). The Indemnified Person will have full control of such defense and proceedings, including any compromise or settlement thereof. Whether or not Barberry the Indemnifying Person chooses to defend or prosecute any such Third Party Claimclaim, demand, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof.