Common use of Opportunity to Contest Clause in Contracts

Opportunity to Contest. The Indemnifying Party may elect to compromise or contest, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party elects to compromise or contest such Asserted Liability, it will within thirty (30) days after receiving notice of the claim from Indemnitee (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee in writing of its intent to do so, and the Indemnitee will cooperate, at the expense of the Indemnifying Party, in the compromise or contest of such Asserted Liability. If the Indemnifying Party elects not to compromise or contest the Asserted Liability, fails to so notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee (upon further notice to the Indemnifying Party) will hereafter have the right to pay, compromise or contest such Asserted Liability on behalf of and for the account and risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the compromise or contest of such Asserted Liability at any time before final settlement or determination thereof. In any event, the Indemnitee and the Indemnifying Party may participate, at their own expense, in the contest of such Asserted Liability. If the Indemnifying Party chooses to contest any Asserted Liability, the Indemnitee will make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for, will make its officers and employees available, on a basis reasonably consistent with their other duties, in connection with, and will otherwise cooperate with, such defense.

Opportunity to Contest. The Indemnifying Party may may, provided that it has acknowledged its responsibility to indemnify with respect to an Asserted Liability, elect to compromise or contest, at its own expense and by with counsel of its choice reasonably acceptable to the Indemnified Party, such Asserted Liability; provided, that the Indemnifying Party shall not have the right to assume or continue the defense of any Asserted Liability if (i) in the reasonable opinion of the Indemnified Party, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party because its interests could be in conflict with those of the Indemnifying Party; (ii) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnifying Party; or (iii) the Indemnifying Party shall not have assumed and diligently continued the defense of the Proceeding in a timely fashion and in a manner reasonably acceptable to Indemnified Party. In addition, if the Indemnifying Party has assumed the defense of a Proceeding, Indemnifying Party shall take all reasonably necessary steps to defend the relevant Asserted Liability to conclusion or settlement, keep the Indemnified Party informed of the progress of any such Asserted Liability, permit the Indemnified Party at its own counsel, any expense to participate in such defense and provide the Indemnified Party with reasonable access to all reasonably relevant information and documentation relating to the Asserted LiabilityLiability and the Indemnifying Party’s defense thereof. If the Indemnifying Party elects to compromise or contest such Asserted Liability, it will shall, within thirty (30) 20 days after receiving notice of the claim from Indemnitee (or sooner, if the nature of the Asserted Liability so requires) ), notify the Indemnitee in writing Indemnified Party of its intent to do soso by sending a notice to the Indemnified Party (a “Contest Notice”); and, and in any such event, the Indemnitee will Indemnified Party shall reasonably cooperate, at the expense of the Indemnifying Party, in the compromise or contest of such Asserted Liability. If the Indemnifying Party elects not to compromise or contest the Asserted Liability, fails to so notify notify, in a timely manner, the Indemnitee Indemnified Party of its election as herein provided or contests its obligation to indemnify under this AgreementAgreement with respect to such Asserted Liability, the Indemnitee (upon further notice to the Indemnifying Party) will hereafter Indemnified Party shall have the right to pay, compromise or contest such Asserted Liability on behalf of and for the account and risk of the Indemnifying Party, subject . Anything in this Section 9.3(b) to the right of contrary notwithstanding, (i) the Indemnified Party shall have the right, at its own cost and for its own account, to compromise or contest any Asserted Liability, (ii) the Indemnifying Party shall not, without the Indemnified Party’s written consent, settle or compromise any Asserted Liability for Taxes, and (iii) the Indemnifying Party shall not, without the Indemnified Party’s written consent, settle or compromise any Asserted Liability not for Taxes or consent to assume entry of any judgment with respect to such Asserted Liability which does not include an unconditional term releasing the compromise or contest Indemnified Party and its Affiliates from all Liability in respect of such Asserted Liability at any time before final settlement or determination thereofLiability. In any event, the Indemnitee Indemnified Party and the Indemnifying Party may participate, at their own expense, in the contest of such an Asserted Liability. If The Indemnifying Party and the Indemnified Party shall reasonably cooperate with each other as to all Asserted Liabilities (at the expense of the Indemnifying Party chooses Party), shall make available to contest each other, as reasonably requested, all information, records, and documents reasonably related to all Asserted Liabilities and shall preserve all such information, records, and documents until the termination of any Asserted Liability, . The Indemnifying Party and the Indemnitee will Indemnified Party also shall make available to each other, as reasonably requested (and at the reasonable expense of Indemnifying Party any booksParty), records their respective personnel, agents, and other representatives who are responsible for preparing or maintaining information, records, or other documents within its control that are necessary documents, or appropriate for, will make its officers and employees available, on a basis reasonably consistent who may have particular knowledge with their other duties, in connection with, and will otherwise cooperate with, such defenserespect to any Asserted Liability.

Opportunity to Contest. The Subject to the provisions of Article 8.7, the Indemnifying Party may elect to compromise or contest, at its own expense and by its own counselwith counsel reasonably acceptable to the Indemnified Party, any Asserted Liability. If the Indemnifying Party elects to compromise or contest such Asserted Liability, it will shall within thirty (30) days after receiving notice of the claim from Indemnitee (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee in writing Indemnified Party of its intent to do soso by sending a notice to the Indemnified Party (the "Contest Notice"), and the Indemnitee will Indemnified Party shall cooperate, at the expense of the Indemnifying Party, in the compromise or contest of such Asserted Liability. If the Indemnifying Party elects not to compromise or contest the Asserted Liability, fails to so notify the Indemnitee Indemnified Party of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee Indemnified Party (upon further notice to the Indemnifying Party) will hereafter shall have the right to pay, compromise or contest such Asserted Liability on behalf of and for the account and risk of the Indemnifying Party, subject . Anything in this Article 8.6 to the right of contrary notwithstanding, (i) the Indemnified Party shall have the right, at its own cost and for its own account (except as provided in Article 8.7), to compromise or contest any Asserted Liability, and (ii) the Indemnifying Party shall not, without the Indemnified Party's written consent, settle or compromise any Asserted Liability or consent to assume entry of any judgment which does not include an unconditional term releasing the compromise or contest Indemnified Party from all Liability in respect of such Asserted Liability at any time before final settlement or determination thereofLiability. In any event, the Indemnitee Indemnified Party and the Indemnifying Party may participate, each at their its own expense, in the contest of such Asserted Liability. If Phoenix and LIG shall cooperate fully with one another as to all Asserted Liabilities, shall make available to one another as reasonably requested all information, records, and documents relating to all Asserted Liabilities and shall preserve all such information, records, and documents until the Indemnifying Party chooses to contest termination of any Asserted Liability, the Indemnitee will . Phoenix and LIG also shall make available to the Indemnifying Party any booksone another, records as reasonably requested, their personnel, agents, and other Representatives who are responsible for preparing or maintaining information, records, or other documents within its control that are necessary documents, or appropriate for, will make its officers and employees available, on a basis reasonably consistent who may have particular knowledge with their other duties, in connection with, and will otherwise cooperate with, such defenserespect to any Asserted Liability.

Opportunity to Contest. The Indemnifying Party may elect to compromise or contest, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party elects to compromise or contest such Asserted Liability, it will shall within thirty (30) days after receiving notice of the claim from Indemnitee (or sooner, if the nature of the Asserted Liability so requires) of the date of the Indemnifying Party's receipt of the Claims Notice notify the Indemnitee in writing or Indemnitees of its intent to do soso by giving written notice thereof to the Indemnitee (the "Contest Notice"), and the Indemnitee will shall cooperate, at the expense of the Indemnifying Party, in the compromise or contest of such Asserted Liability. If the Indemnifying Party elects not to compromise or contest the Asserted Liability, fails to so notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee (upon further notice to the Indemnifying Party) will hereafter shall have the right to pay, compromise or contest such Asserted Liability on behalf of and for the account and risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the compromise or contest of such Asserted Liability at any time before final settlement or determination thereof. Anything in this Article XI to the contrary notwithstanding, (i) the Indemnitee shall have the right, at its own cost and expense and for its own account, to compromise or contest any Asserted Liability, and (ii) the Indemnifying Party shall not, without the Indemnitees' written consent, settle or compromise any Asserted Liability or consent to entry of any judgment which does not include an unconditional release of the Indemnitee from all liability in respect of such Asserted Liability. In any event, the Indemnitee and the Indemnifying Party may participate, at their own expense, in the contest of such Asserted Liability. If the Indemnifying Party chooses to contest any Asserted Liability, the Indemnitee will shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for, will shall make its officers and employees available, on a basis reasonably consistent with their other duties, in connection with, and will shall otherwise cooperate with, such defense.

Opportunity to Contest. The Indemnifying Party may elect to compromise or contest, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party elects to compromise or contest such Asserted Liability, it will shall within thirty (30) days after receiving notice of the claim from Indemnitee (or sooner, if the nature of the Asserted Liability so requires) of the date of the Indemnifying Party’s receipt of the Claims Notice notify the Indemnitee in writing or Indemnitees of its intent to do soso by giving written notice thereof to the Indemnitee (the “Contest Notice”), and the Indemnitee will shall cooperate, at the expense of the Indemnifying Party, in the compromise or contest of such Asserted Liability. If the Indemnifying Party elects not to compromise or contest the Asserted Liability, fails to so notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee (upon further notice to the Indemnifying Party) will hereafter shall have the right to pay, compromise or contest such Asserted Liability on behalf of and for the account and risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the compromise or contest of such Asserted Liability at any time before final settlement or determination thereof. Anything in this Article XI to the contrary notwithstanding, (i) the Indemnitee shall have the right, at its own cost and expense and for its own account, to compromise or contest any Asserted Liability, and (ii) the Indemnifying Party shall not, without the Indemnitees’ written consent, settle or compromise any Asserted Liability or consent to entry of any judgment which does not include an unconditional release of the Indemnitee from all liability in respect of such Asserted Liability. In any event, the Indemnitee and the Indemnifying Party may participate, at their own expense, in the contest of such Asserted Liability. If the Indemnifying Party chooses to contest any Asserted Liability, the Indemnitee will shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for, will shall make its officers and employees available, on a basis reasonably consistent with their other duties, in connection with, and will shall otherwise cooperate with, such defense.

Opportunity to Contest. The Indemnifying Party may elect to compromise or contest, at its own expense and by its own counselwith counsel reasonably acceptable to the Indemnified Party, any Asserted Liability. If the Indemnifying Party elects to compromise or contest such Asserted Liability, it will shall within thirty (30) days after receiving notice of the claim from Indemnitee (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee in writing Indemnified Party of its intent to do soso by sending a notice to the Indemnified Party (the "Contest Notice"), and the Indemnitee will Indemnified Party shall cooperate, at the expense of the Indemnifying Party, in the compromise or contest of such Asserted Liability. If the Indemnifying Party elects not to compromise or contest the Asserted Liability, fails to so notify the Indemnitee Indemnified Party of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee Indemnified Party (upon further notice to the Indemnifying Party) will hereafter shall have the right to pay, compromise or contest such Asserted Liability on behalf of and for the account and risk of the Indemnifying Party, subject . Anything in this Section 8.5 to the right of contrary notwithstanding, (i) the Indemnified Party shall have the right, at its own cost and for its own account, to compromise or contest any Asserted Liability, and (ii) the Indemnifying Party shall not, without the Indemnified Party's written consent, settle or compromise any Asserted Liability or consent to assume entry of any judgment which does not include an unconditional term releasing the compromise or contest Indemnified Party from all Liability in respect of such Asserted Liability at any time before final settlement or determination thereofLiability. In any event, the Indemnitee Indemnified Party and the Indemnifying Party may participate, at their own expense, in the contest of such Asserted Liability. If the Indemnifying Party chooses to contest any Asserted LiabilityEach of Seller, the Indemnitee will Sole Shareholder, and Purchaser shall cooperate fully with the others as to all Asserted Liabilities, shall make available to the Indemnifying Party any booksothers as reasonably requested all information, records and documents relating to all Asserted Liabilities and shall preserve all such information, records and documents until the termination of any Asserted Liability. To the extent reasonably practicable, each of Seller, the Sole Shareholder and Purchaser also shall make available to the others, as reasonably requested, its personnel, agents, and other representatives who are responsible for preparing or maintaining information, records, or other documents within its control that are necessary or appropriate for, will make its officers and employees available, on a basis reasonably consistent who may have particular Knowledge with their other duties, in connection with, and will otherwise cooperate with, such defenserespect to any Asserted Liability.

Opportunity to Contest. The Subject to the provisions of this Agreement, the Indemnifying Party may elect to compromise or contest, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party elects to compromise or contest such Asserted Liability, it will shall within thirty (30) days after receiving notice of the claim from Indemnitee (or sooner, if the nature of the Asserted Liability so requires) (the "Notice Period") notify the Indemnitee in writing of its intent to do soso by sending a written Contest Notice to the Indemnitee (the "Contest Notice"), and the Indemnitee will or Indemnitees shall cooperate, at the expense of the Indemnifying Party, in the compromise or contest of such Asserted Liability; provided, however, that the Indemnitee shall have the right to approve, to its reasonable satisfaction, any counsel retained in connection with such Asserted Liability. If If, within the Notice Period, the Indemnifying Party elects not to compromise or contest the Asserted Liability, fails to so notify the Indemnitee of its election as herein provided provided, or contests its obligation to indemnify under this Agreement, the Indemnitee (upon further written notice to the Indemnifying Party) will hereafter shall have the right to pay, compromise compromise, or contest such Asserted Liability on behalf of and for the account and risk of the Indemnifying Party, subject to the right of and the Indemnifying Party shall have no further right to assume the compromise or contest of such Asserted Liability but shall retain the right to contest its obligation, or the extent of its obligation, to indemnify or its responsibility for any alleged or claimed Loss. Anything in this Section 13.5 to the contrary notwithstanding, (i) the Indemnitee shall have the right, at its own cost and expense and for its own account without claim for reimbursement, to compromise or contest any time before final settlement Asserted Liability, and (ii) the Indemnifying Party shall not, without the Indemnitee's written consent, which consent will not be unreasonably withheld or determination thereofdelayed, settle or compromise any Asserted Liability or consent to the entry of any judgment which does not include an unconditional release of Indemnitee from all liability in respect of such Asserted Liability. In any event, the any Indemnitee and the Indemnifying Party may participate, at their its own expense, in the contest of such Asserted Liability. If the Indemnifying Party chooses to contest any Asserted Liability, the Indemnitee will make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for, will make its officers and employees available, on a basis reasonably consistent with their other duties, in connection with, and will otherwise cooperate with, such defense.

Opportunity to Contest. The Subject to the provisions of Section 11.06 hereof, the Indemnifying Party may elect to compromise or contest, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party elects to compromise or contest such Asserted Liability, it will within thirty (30) days after receiving notice of the claim from Indemnitee (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee in writing of its intent to do so, and the Indemnitee will cooperate, at the expense of the Indemnifying Party, in the compromise or contest of such Asserted Liability. If the Indemnifying Party elects not to compromise or contest the Asserted Liability, fails to so notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee (upon further notice to the Indemnifying Party) will hereafter have the right to pay, compromise or contest such Asserted Liability on behalf of and for the account and risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the compromise or contest of such Asserted Liability at any time before final settlement or determination thereof. In any event, the Indemnitee and the Indemnifying Party may participate, at their own expense, in the contest of such Asserted Liability. If the Indemnifying Party chooses to contest any Asserted Liability, the Indemnitee will make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for, will make its officers and employees available, on a basis reasonably consistent with their other duties, in connection with, and will otherwise cooperate with, such defense.

Opportunity to Contest. The Subject to the provisions of Sections 11.07 and 11.08, the Indemnifying Party may elect to compromise or contest, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party elects to compromise or contest such Asserted Liability, it will within thirty (30) 30 days after receiving notice of the claim from Indemnitee (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee or Indemnitees in writing of its intent to do so, and the Indemnitee will cooperate, at the expense of the Indemnifying Party, in the compromise or contest of such Asserted Liability. If the Indemnifying Party elects not to compromise or contest the Asserted Liability, fails to so notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee (upon further notice to the Indemnifying Party) will hereafter have the right to pay, compromise or contest such Asserted Liability on behalf of and for the account and risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the compromise or contest of such Asserted Liability at any time before final settlement or determination thereof. In any event, the Indemnitee and the Indemnifying Party may participate, at their own expense, in the contest of such Asserted Liability. If the Indemnifying Party chooses to contest any Asserted Liability, the Indemnitee will make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for, will make its officers and employees available, on a basis reasonably consistent with their other duties, in connection with, and will otherwise cooperate with, such defense.

Opportunity to Contest. The If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may elect result from such Third-Party Claim, then the Indemnifying Party shall be entitled to compromise assume and control the defense of such Third-Party Claim through counsel of its choice (such counsel to be reasonably acceptable to the Indemnified Party) if it gives notice of its intention to do so to the Indemnified Party within 10 days of the receipt of Claims Notice; provided, that the Indemnifying Party shall not have the right to assume the defense of the Third-Party Claim if (i) any such claim seeks, in addition to or contest, at its own expense and by its own counselin lieu of monetary losses, any Asserted Liabilityinjunctive or other equitable relief, (ii) there is reasonably likely to exist a conflict of interest that would make it inappropriate (in the judgment of the Indemnified Party in its reasonable discretion) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, or (iii) settlement of, or an adverse judgment with respect to, the Third-Party Claim may establish (in the good faith judgment of the Indemnified Party) a precedential custom or practice adverse to the business interests of the Indemnified Party; provided, further, that if by reason of the Third-Party Claim a Lien, attachment, garnishment, execution or other encumbrance is placed upon any of the property or assets of such Indemnified Party, the Indemnifying Party, if it desires to exercise its right to assume such defense of the Third-Party Claim, must agree to furnish a satisfactory indemnity bond to obtain the prompt release of such Lien, attachment, garnishment, execution or other encumbrance. If the Indemnifying Party elects assumes the defense of a Third-Party Claim pursuant to compromise or contest such Asserted Liabilitythe first sentence of this Section 7.5(b), it will within thirty (30) days after receiving notice of conduct the claim from Indemnitee (or soonerdefense actively, if the nature of the Asserted Liability so requires) notify the Indemnitee in writing of diligently and at its intent to do soown expense, and the Indemnitee it will cooperate, at the expense hold all Indemnified Parties harmless from and against all Losses caused by or arising out of the Indemnifying Party, in the compromise or contest of such Asserted Liabilityany settlement thereof. If The Indemnified Party shall cooperate with the Indemnifying Party elects not to compromise or contest the Asserted Liability, fails to so notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee (upon further notice to the Indemnifying Party) will hereafter have the right to pay, compromise or contest in such Asserted Liability on behalf of defense and for the account and risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the compromise or contest of such Asserted Liability at any time before final settlement or determination thereof. In any event, the Indemnitee and the Indemnifying Party may participate, at their own expense, in the contest of such Asserted Liability. If the Indemnifying Party chooses to contest any Asserted Liability, the Indemnitee will make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably requested by the Indemnifying Party. Except with the written consent of the Indemnified Party any books(not to be unreasonably withheld), records or other documents within its control that are necessary or appropriate for, the Indemnifying Party will make its officers and employees available, on a basis reasonably consistent with their other dutiesnot, in connection withthe defense of a Third-Party Claim, consent to the entry of any judgment or enter into any settlement (x) which does not include as an unconditional term thereof the giving to the Indemnified Party by the third party of a release from all liability with respect to such suit, claim, action, or proceeding; and will otherwise cooperate with(y) unless there is no finding or admission of (A) any violation of Law by the Indemnified Party (or any Affiliate thereof), such defense(B) any liability on the part of the Indemnified Party (or any Affiliate thereof) or (C) any violation of the rights of any person and no effect on any other claims of a similar nature that may be made by the same third party against the Indemnified Party (or any Affiliate thereof).

Opportunity to Contest. The Indemnifying Party may may, provided that it has acknowledged its responsibility to indemnify with respect to an Asserted Liability, elect to compromise or contest, at its own expense and by with counsel of its choice reasonably acceptable to the Indemnified Party, such Asserted Liability; provided, that the Indemnifying Party shall not have the right to assume or continue the defense of any Asserted Liability if (i) in the reasonable opinion of the Indemnified Party, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party because its interests could be in conflict with those of the Indemnifying Party; (ii) such Proceeding is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the Indemnifying Party; or (iii) the Indemnifying Party shall not have assumed and diligently continued the defense of the Proceeding in a timely fashion and in a manner reasonably acceptable to Indemnified Party. In addition, if the Indemnifying Party has assumed the defense of a Proceeding, the Indemnifying Party shall take all reasonably necessary steps to defend the relevant Asserted Liability to conclusion or settlement, keep the Indemnified Party informed of the progress of any such Asserted Liability, permit the Indemnified Party at its own counsel, any expense to participate in such defense and provide the Indemnified Party with reasonable access to all reasonably relevant information and documentation relating to the Asserted LiabilityLiability and the Indemnifying Party’s defense thereof. If the Indemnifying Party elects to compromise or contest such Asserted Liability, it will shall, within thirty twenty (3020) days after receiving notice of the claim from Indemnitee (or sooner, if the nature of the Asserted Liability so requires) ), notify the Indemnitee in writing Indemnified Party of its intent to do soso by sending a notice to the Indemnified Party (a “Contest Notice”); and, and in any such event, the Indemnitee will Indemnified Party shall reasonably cooperate, at the expense of the Indemnifying Party, in the compromise or contest of such Asserted Liability. If the Indemnifying Party elects not to compromise or contest the Asserted Liability, fails to so notify notify, in a timely manner, the Indemnitee Indemnified Party of its election as herein provided or contests its obligation to indemnify under this AgreementAgreement with respect to such Asserted Liability, the Indemnitee (upon further notice to the Indemnifying Party) will hereafter Indemnified Party shall have the right to pay, compromise or contest such Asserted Liability on behalf of and for the account and risk of the Indemnifying Party, subject . Anything in this Section 9.3(b) to the right of contrary notwithstanding, (i) the Indemnified Party shall have the right, at its own cost and for its own account, to compromise or contest any Asserted Liability, (ii) the Indemnifying Party shall not, without the Indemnified Party’s written consent, settle or compromise any Asserted Liability for Taxes, and (iii) the Indemnifying Party shall not, without the Indemnified Party’s written consent, settle or compromise any Asserted Liability not for Taxes or consent to assume entry of any judgment with respect to such Asserted Liability which does not include an unconditional term releasing the compromise or contest Indemnified Party and its Affiliates from all Liability in respect of such Asserted Liability at any time before final settlement or determination thereofLiability. In any event, the Indemnitee Indemnified Party and the Indemnifying Party may participate, at their own expense, in the contest of such an Asserted Liability. If The Indemnifying Party and the Indemnified Party shall reasonably cooperate with each other as to all Asserted Liabilities (at the expense of the Indemnifying Party chooses Party), shall make available to contest each other, as reasonably requested, all information, records, and documents reasonably related to all Asserted Liabilities and shall preserve all such information, records, and documents until the termination of any Asserted Liability, . The Indemnifying Party and the Indemnitee will Indemnified Party also shall make available to each other, as reasonably requested (and at the reasonable expense of Indemnifying Party any booksParty), records their respective personnel, agents, and other representatives who are responsible for preparing or maintaining information, records, or other documents within its control that are necessary documents, or appropriate for, will make its officers and employees available, on a basis reasonably consistent who may have particular knowledge with their other duties, in connection with, and will otherwise cooperate with, such defenserespect to any Asserted Liability.

Opportunity to Contest. The Subject to the provisions of Section 5.08, the Indemnifying Party may elect to compromise or contest, at its own expense and by its own counselwith counsel reasonably acceptable to the Indemnified Party, any Asserted Liability. If the Indemnifying Party elects to compromise or contest such Asserted Liability, it will shall within thirty (30) days after receiving notice receipt of the claim from Indemnitee Claims Notice (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee in writing Indemnified Party of its intent to do soso by sending a notice to the Indemnified Party (the "Contest Notice"), and the Indemnitee will Indemnified Party shall cooperate, at the expense of the Indemnifying Party, in the compromise or contest of such Asserted Liability. If a Contest Notice is not provided within the time period provided by this Section 5.06, the Indemnifying Party may still elect to compromise or contest such Asserted Liability provided that the Indemnifying Party agrees in writing to also indemnify the Indemnified Party for any Losses resulting from the failure timely to provide the Contest Notice and provided the interests of the Indemnified Party will not be prejudiced by such late election. If the Indemnifying Party elects not to compromise or contest the Asserted Liability, fails to so notify the Indemnitee Indemnified Party of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee Indemnified Party (upon further notice to the Indemnifying Party) will hereafter shall have the right to pay, compromise or contest such Asserted Liability on behalf of and for the account and risk of the Indemnifying Party, subject . Anything in this Section 5.07 to the right of contrary notwithstanding, (i) the Indemnified Party shall have the right, at its own cost and for its own account, to compromise or contest any Asserted Liability, and (ii) the Indemnifying Party shall not, without the Indemnified Party's written consent, settle or compromise any Asserted Liability or consent to assume entry of any judgment that does not include an unconditional term releasing the compromise or contest Indemnified Party from all Liability in respect of such Asserted Liability at any time before final settlement or determination thereofLiability. In any event, the Indemnitee Indemnified Party and the Indemnifying Party may participate, at their own expense, in the contest of such Asserted Liability. If Each of the Indemnifying Party chooses to contest any Asserted LiabilityCompany, the Indemnitee will Shareholders and Purchaser shall cooperate fully with the others as to all Asserted Liabilities, shall make available to the Indemnifying Party others as reasonably requested all information, records, and documents relating to all Asserted Liabilities and shall preserve all such information, records, and documents until the termination of any booksAsserted Liability. Each of the Company, records the Shareholders and Purchaser also shall make available to the others, as reasonably requested, its personnel, agents, and other representatives who are responsible for preparing or maintaining information, records, or other documents within its control that are necessary documents, or appropriate forwho may have particular knowledge with respect to any Asserted Liability. In addition, will make its officers with respect to any Tax Claim, Purchaser shall have the right to participate in and employees availableattend any meeting or proceeding (at Purchaser's own cost and expense) with respect thereto, on a basis reasonably consistent shall be provided with their other dutiescopies of any written communication or information regarding any oral communication with respect thereto as soon as possible after the receipt thereof (including, but not limited to, information with respect to any proposed meeting or proceeding) and shall have the right to approve any settlement thereof if the terms of such settlement could increase, directly or indirectly, any Liability for Taxes of Purchaser or the Company in connection withany period following the Closing, which approval shall not be unreasonably withheld, unless the Shareholders agree in writing to indemnify Purchaser and will otherwise cooperate with, the Company from any direct or indirect increased Liability for Taxes resulting from such defensesettlement.

Opportunity to Contest. The Indemnifying Indemnified Party may elect to compromise or contest, at its own expense and by its own counsel, shall proceed with the defense of any Asserted Liability. If The Indemnified Party shall have the Indemnifying Party elects right to settle, adjust or compromise or contest such Asserted LiabilityClaim; provided, it will within thirty (30) days after receiving notice of the claim from Indemnitee (or soonerhowever, that if the nature of the Indemnified Party settles, adjusts or compromises any such Asserted Liability so requires) notify without the Indemnitee in writing of its intent to do so, and the Indemnitee will cooperate, at the expense consent of the Indemnifying Party, such settlement, adjustment or compromise shall not be conclusive evidence of the amount of Damages incurred by the Indemnified Party in the compromise or contest of connection with such Asserted Liability. If ; and provided, further, that if the Indemnifying Party elects consents to any such settlement, adjustment or compromise, such consent shall not be evidence that such Asserted Claim is subject to compromise indemnification by the Indemnifying Party under this Article XII and shall not be taken into account by any arbitrator or contest other trier of fact in determining whether the Indemnifying Party has any liability with respect to such settlement, adjustment or compromise, the Asserted Liability or any facts relating to the Asserted Liability, fails to so notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee (upon further notice to the Indemnifying Party) will hereafter have the right to pay, compromise or contest such Asserted Liability on behalf of and for the account and risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the compromise or contest of such Asserted Liability at any time before final settlement or determination thereof. In any event, the Indemnitee and the The Indemnifying Party may participate, at their its own expense, in the contest defense of such an Asserted Liability. If the The Indemnifying Party chooses and the Indemnified Party shall reasonably cooperate with each other as to contest all Asserted Liabilities, shall make reasonably available to each other, as reasonably requested, all information, records, and documents reasonably related to all Asserted Liabilities and shall preserve all such information, records, and documents until the termination of any Asserted Liability, . The Indemnifying Party and the Indemnitee will Indemnified Party also shall make reasonably available to the Indemnifying Party any bookseach other, records as reasonably requested, their respective personnel, agents, and other representatives who are responsible for preparing or maintaining information, records, or other documents within its control that are necessary documents, or appropriate for, will make its officers and employees available, on a basis reasonably consistent who may have particular knowledge with their other duties, in connection with, and will otherwise cooperate with, such defenserespect to any Asserted Liability.

Opportunity to Contest. The Indemnifying Party may elect to compromise or contest, at its own expense and by its own counselexpense, any Asserted Liability. If the Indemnifying Party elects to compromise or contest such Asserted Liability, it will shall within thirty (30) 30 days after receiving notice of the claim from Indemnitee (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee in writing Indemnified Party of its intent to do soso by sending a notice to the Indemnified Party (the "Contest Notice"), and the Indemnitee will Indemnified Party shall cooperate, at the expense of the Indemnifying Party, in the compromise or contest of such Asserted Liability. If the Indemnifying Party elects not to compromise or contest the Asserted Liability, fails to so notify the Indemnitee Indemnified Party of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee Indemnified Party (upon further notice to the Indemnifying Party) will hereafter shall have the right to pay, compromise or contest such Asserted Liability on behalf of and for the account and risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the compromise or contest of such Asserted Liability at any time before final settlement or determination thereof. In any event, the Indemnitee Indemnified Party and the Indemnifying Party may participate, at their own expense, in the contest of such Asserted Liability. If Sellers and Buyer shall cooperate fully with the Indemnifying Party chooses other as to contest all Asserted Liabilities, shall make available to each other as reasonably requested all information, records, and documents relating to all Asserted Liabilities and shall preserve all such information, records, and documents until the termination of any Asserted Liability, the Indemnitee will . Sellers and Buyer also shall make available to the Indemnifying Party any booksother, records as reasonably requested, its personnel, agents, and other representatives who are responsible for EXECUTION COPY preparing or maintaining information, records, or other documents within its control that are necessary documents, or appropriate for, will make its officers and employees available, on a basis reasonably consistent who may have particular knowledge with their other duties, in connection with, and will otherwise cooperate with, such defenserespect to any Asserted Liability.

Opportunity to Contest. The If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Indemnifiable Losses that may elect result from such Third-Party Claim, then the Indemnifying Party shall be entitled to compromise assume and control the defense of such Third-Party Claim through counsel of its choice (such counsel to be reasonably acceptable to the Indemnified Party) if it gives notice of its intention to do so to the Indemnified Party within 10 days of the receipt of Claims Notice; provided, that the Indemnifying Party shall not have the right to assume the defense of the Third-Party Claim if (i) any such claim seeks, in addition to or contest, at its own expense and by its own counselin lieu of monetary losses, any Asserted Liabilityinjunctive or other equitable relief or (ii) there is reasonably likely to exist a conflict of interest that would make it inappropriate (in the judgment of the Indemnified Party in its reasonable discretion) for the same counsel to represent both the Indemnified Party and the Indemnifying Party. If the Indemnifying Party elects assumes the defense of a Third-Party Claim pursuant to compromise or contest such Asserted Liabilitythe first sentence of this Section 7.4(b), it will within thirty (30) days after receiving notice conduct the defense actively, diligently and at its own expense, and it will hold all Indemnified Parties harmless from and against all Indemnifiable Losses caused by or arising out of any settlement thereof in violation of the claim from Indemnitee (or sooner, if the nature terms of the Asserted Liability so requires) notify the Indemnitee in writing of its intent to do so, and the Indemnitee will cooperate, at the expense of the Indemnifying Party, in the compromise or contest of such Asserted Liabilitythis Agreement. If The Indemnified Party shall cooperate with the Indemnifying Party elects not to compromise or contest the Asserted Liability, fails to so notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee (upon further notice to the Indemnifying Party) will hereafter have the right to pay, compromise or contest in such Asserted Liability on behalf of defense and for the account and risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the compromise or contest of such Asserted Liability at any time before final settlement or determination thereof. In any event, the Indemnitee and the Indemnifying Party may participate, at their own expense, in the contest of such Asserted Liability. If the Indemnifying Party chooses to contest any Asserted Liability, the Indemnitee will make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably requested by the Indemnifying Party. Except with the written consent of the Indemnified Party any books(not to be unreasonably withheld), records or other documents within its control that are necessary or appropriate for, the Indemnifying Party will make its officers and employees available, on a basis reasonably consistent with their other dutiesnot, in connection withthe defense of a Third-Party Claim, consent to the entry of any judgment or enter into any settlement (i) which does not include as an unconditional term thereof the giving to the Indemnified Party by the third party of a release from all liability with respect to such suit, claim, action, or proceeding; and will otherwise cooperate with(ii) unless there is no finding or admission of (A) any violation of Law by the Indemnified Party (or any Affiliate thereof), such defense(B) any liability on the part of the Indemnified Party (or any Affiliate thereof) or (C) any violation of the rights of any person and no effect on any other claims of a similar nature that may be made by the same third party against the Indemnified Party (or any Affiliate thereof).

Opportunity to Contest. The Indemnifying Party may elect to compromise or contest, at its own expense and by its own counselexpense, any Asserted Liability. If the Indemnifying Party elects to compromise or contest such Asserted Liability, it will shall within thirty (30) 30 days after receiving notice of the claim from Indemnitee (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee in writing Indemnified Party of its intent to do soso by sending a notice to the Indemnified Party (the "Contest Notice"), and the Indemnitee will Indemnified Party shall cooperate, at the expense of the Indemnifying Party, in the compromise or contest of such Asserted Liability. If the Indemnifying Party elects not to compromise or contest the Asserted Liability, Liability or fails to so notify the Indemnitee Indemnified Party of its election as herein provided or contests its obligation to indemnify under this Agreementprovided, the Indemnitee Indemnified Party (upon further notice to the Indemnifying Party) will hereafter shall have the right to pay, compromise or contest such Asserted Liability on behalf of and for the account and risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the compromise or contest of such Asserted Liability at any time before final settlement or determination thereof. In any event, the Indemnitee Indemnified Party and the Indemnifying Party may participate, at their own expense, in the contest of such Asserted Liability. If Each of Sellers and Purchaser shall cooperate fully with the Indemnifying Party chooses other as to contest all Asserted Liabilities, shall make available to each other as reasonably requested all information, records, and documents relating to all Asserted Liabilities and shall preserve all such information, records, and documents until the termination of any Asserted Liability, the Indemnitee will . Each of Sellers and Purchaser also shall make available to the Indemnifying Party any booksother, records as reasonably requested, its personnel, agents, and other representatives who are responsible for preparing or maintaining information, records, or other documents within its control that are necessary documents, or appropriate for, will make its officers and employees available, on a basis reasonably consistent who may have particular knowledge with their other duties, in connection with, and will otherwise cooperate with, such defenserespect to any Asserted Liability.

Opportunity to Contest. The Indemnifying Party may elect to compromise or contest, at its own expense and by its own counselwith counsel reasonably acceptable to the Indemnified Party, any Asserted Liability. If the Indemnifying Party elects to compromise or contest such Asserted Liability, it will shall within thirty (30) days after receiving notice of the claim from Indemnitee (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee in writing Indemnified Party of its intent to do soso by sending a notice to the Indemnified Party (the "Contest Notice"), and the Indemnitee will Indemnified Party shall cooperate, at the expense of the Indemnifying Party, in the compromise or contest of such Asserted Liability. If the Indemnifying Party elects not to compromise or contest the Asserted Liability, fails to so notify the Indemnitee Indemnified Party of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee Indemnified Party (upon further notice to the Indemnifying Party) will hereafter shall have the right to pay, compromise or contest such Asserted Liability on behalf of and for the account and risk of the Indemnifying Party, subject . Anything in this Section 8.5 to the right of contrary notwithstanding, (i) the Indemnified Party shall have the right, at its own cost and for its own account, to compromise or contest any Asserted Liability, and (ii) the Indemnifying Party shall not, without the Indemnified Party's written consent, settle or compromise any Asserted Liability or consent to assume entry of any judgment which does not include an unconditional term releasing the compromise or contest Indemnified Party from all Liability in respect of such Asserted Liability at any time before final settlement or determination thereofLiability. In any event, the Indemnitee Indemnified Party and the Indemnifying Party may participate, at their own expense, in the contest of such Asserted Liability. If Each of Seller and Purchaser shall cooperate fully with the Indemnifying Party chooses other as to contest any all Asserted LiabilityLiabilities, the Indemnitee will shall make available to the Indemnifying Party others as reasonably requested all information, records, and documents relating to all Asserted Liabilities and shall preserve all such information, records, and documents until the termination of any booksAsserted Liability. Each of Seller and Purchaser also shall make available to the other, records as reasonably requested, its personnel, agents, and other representatives who are responsible for preparing or maintaining information, records, or other documents within its control that are necessary documents, or appropriate for, will make its officers and employees available, on a basis reasonably consistent who may have particular knowledge with their other duties, in connection with, and will otherwise cooperate with, such defenserespect to any Asserted Liability.

Opportunity to Contest. The Indemnifying Party may elect to compromise or contest, at its own expense and by with counsel of its own counselchoice reasonably acceptable to the Indemnified Party, any Asserted Liability. If the Indemnifying Party elects to compromise or contest such Asserted Liability, it will shall, within thirty (30) 30 days after receiving notice of the claim from Indemnitee (or sooner, if the nature of the Asserted Liability so requires) ), notify the Indemnitee in writing Indemnified Party of its intent to do soso by sending a notice to the Indemnified Party (the "Contest Notice"), and the Indemnitee will Indemnified Party shall cooperate, at the expense of the Indemnifying Party, in the compromise or contest of such Asserted Liability. If the Indemnifying Party elects not to compromise or contest the Asserted Liability, fails to so notify the Indemnitee Indemnified Party of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee Indemnified Party (upon further notice to the Indemnifying Party) will hereafter shall have the right to pay, compromise or contest such Asserted Liability on behalf of and for the account and risk of the Indemnifying Party, subject . Anything in this Section to the right of contrary notwithstanding, (i) the Indemnified Party shall have the right, at its own cost and for its own account, to compromise or contest any Asserted Liability, and (ii) the Indemnifying Party shall not, without the Indemnified Party's written consent, settle or compromise any Asserted Liability or consent to assume entry of any judgment which does not include an unconditional term releasing the compromise or contest Indemnified Party from all liability in respect of such Asserted Liability at any time before final settlement or determination thereofLiability. In any event, the Indemnitee Indemnified Party and the Indemnifying Party may participate, at their own expense, in the contest of such Asserted Liability. If the The Indemnifying Party chooses and the Indemnified Party shall cooperate fully with each other as to contest all Asserted Liabilities, shall make available to each other as reasonably requested all information, records, and documents relating to all Asserted Liabilities and shall preserve all such information, records, and documents until the termination of any Asserted Liability, . The Indemnifying Party and the Indemnitee will Indemnified Party also shall make available to the Indemnifying Party any bookseach other, records as reasonably requested, its personnel, agents, and other representatives who are responsible for preparing or maintaining information, records, or other documents within its control that are necessary documents, or appropriate for, will make its officers and employees available, on a basis reasonably consistent who may have particular knowledge with their other duties, in connection with, and will otherwise cooperate with, such defenserespect to any Asserted Liability.

Opportunity to Contest. The (a) Except as provided in this Section 10.5, the Indemnifying Party may elect to compromise or contest, at its own expense and by its own counsel, any Asserted Liability; provided, however, that the Indemnifying Party may not compromise or settle any Asserted Liability against the Indemnified Party without the Indemnified Party's prior written consent (which shall not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the Indemnified Party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the Indemnified Party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the Indemnified Party (other than obligations of confidentiality). If the Indemnifying Party elects to compromise or contest such Asserted Liability, it will shall within thirty (30) 30 days after receiving notice of the claim from Indemnitee (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee in writing Indemnified Party of its intent to do soso by sending a notice to the Indemnified Party (the "Contest Notice"), and the Indemnitee will Indemnified Party shall cooperate, at the expense of the Indemnifying Party, in the compromise or contest of such Asserted Liability. If the Indemnifying Party elects not to compromise or contest the Asserted Liability, fails to so notify the Indemnitee Indemnified Party of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee Indemnified Party (upon further notice to the Indemnifying Party) will hereafter shall have the right to pay, compromise or contest such Asserted Liability on behalf of and for the account and risk of the Indemnifying Party, subject to the right of and at the Indemnifying Party to assume the compromise or contest of such Asserted Liability at any time before final settlement or determination thereofParty's expense. In any event, the Indemnitee Indemnified Party and the Indemnifying Party may participate, at their own expense, in the contest of such Asserted Liability. If the The Indemnifying Party chooses shall be entitled to contest participate in (but not to control) the defense of any Asserted Liability, the Indemnitee will make available Liability that it has elected not to the Indemnifying Party any books, records or other documents within defend with its control that are necessary or appropriate for, will make own counsel and at its officers and employees available, on a basis reasonably consistent with their other duties, in connection with, and will otherwise cooperate with, such defenseown expense.

Opportunity to Contest. The Subject to the provisions of Section 10.05 hereof, the Indemnifying Party may elect to compromise or contest, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party elects to compromise or contest such Asserted Liability, it will within thirty (30) days after receiving notice of the claim from Indemnitee (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee in writing of its intent to do so, and the Indemnitee will cooperate, at the expense of the Indemnifying Party, in the compromise or contest of such Asserted Liability. If the Indemnifying Party elects not to compromise or contest the Asserted Liability, fails to so notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee (upon further notice to the Indemnifying PartyP arty) will hereafter have the right to pay, compromise or contest such Asserted Liability on behalf of and for the account and risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the compromise or contest of such Asserted Liability at any time before final settlement or determination thereof. In any event, the Indemnitee and the Indemnifying Party may participate, at their own expense, in the contest of such Asserted Liability. If the Indemnifying Party chooses to contest any Asserted Liability, the Indemnitee will make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for, will make its officers and employees available, on a basis reasonably consistent with their other duties, in connection with, and will otherwise cooperate with, such defense.

Opportunity to Contest. The Indemnifying Party may elect to compromise or contest, at its own expense and by with counsel of its own counselchoice reasonably acceptable to the Indemnified Party, any Asserted Liability. If the Indemnifying Party elects to compromise or contest such Asserted Liability, it will shall, within thirty (30) 30 days after receiving notice of the claim from Indemnitee (or sooner, if the nature of the Asserted Liability so requires) ), notify the Indemnitee in writing Indemnified Party of its intent to do soso by sending a notice to the Indemnified Party (the "Contest Notice"), and the Indemnitee will Indemnified Party shall cooperate, at the expense of the Indemnifying Party, in the compromise or contest of such Asserted Liability. If the Indemnifying Party elects not to compromise or contest the Asserted Liability, fails to so notify the Indemnitee Indemnified Party of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee Indemnified Party (upon further notice to the Indemnifying Party) will hereafter shall have the right to pay, compromise or contest such Asserted Liability on behalf of and for the account and risk of the Indemnifying Party, subject . Anything in this Section 8.5 to the right of contrary notwithstanding, the Indemnifying Party shall not, without the Indemnified Party's written consent, settle or compromise any Asserted Liability or consent to assume entry of any judgment which does not include an unconditional term releasing the compromise or contest Indemnified Party from all Liability in respect of such Asserted Liability at any time before final settlement or determination thereofLiability. In any event, the Indemnitee Indemnified Party and the Indemnifying Party may participate, at their own expense, in the contest of such Asserted Liability. If Sellers and Purchaser shall cooperate fully with each other as to all Asserted Liabilities, shall make available to each other as reasonably requested all information, records, and documents relating to all Asserted Liabilities and shall preserve all such information, records, and documents until the Indemnifying Party chooses to contest termination of any Asserted Liability, the Indemnitee will . Sellers and Purchaser also shall make available to the Indemnifying Party any bookseach other, records as reasonably requested, their personnel, agents, and other representatives who are responsible for preparing or maintaining information, records, or other documents within its control that are necessary documents, or appropriate for, will make its officers and employees available, on a basis reasonably consistent who may have particular knowledge with their other duties, in connection with, and will otherwise cooperate with, such defenserespect to any Asserted Liability.

Opportunity to Contest. The Indemnifying Party may elect to compromise or contest, at its own expense and by its own counselwith counsel reasonably acceptable to the Party Seeking Indemnification, any Asserted Liability. If the Indemnifying Party elects to compromise or contest such Asserted Liability, it will shall within thirty (30) 30 days after receiving notice of the claim from Indemnitee (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee in writing Party Seeking Indemnification and the Escrow Agent of its intent to do soso by sending a notice to the Party Seeking Indemnification (the "Contest Notice"), and the Indemnitee will Party Seeking Indemnification shall cooperate, at the expense of the Indemnifying Party, in the compromise or contest of such Asserted Liability. If the Indemnifying Party elects not to compromise or contest the Asserted Liability, fails to so notify the Indemnitee Party Seeking Indemnification of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee Party Seeking Indemnification (upon further notice to the Indemnifying Party) will hereafter shall have the right to pay, compromise or contest such Asserted Liability on behalf of and for the account and risk of the Indemnifying Party, subject . Anything in this Section 11.5 to the right of contrary notwithstanding, (i) the Party Seeking Indemnification shall have the right, at its own cost and for its own account, to compromise or contest any Asserted Liability, and (ii) the Indemnifying Party shall not, without the Party Seeking Indemnification's written consent, settle or compromise any Asserted Liability or consent to assume entry of any judgment which does not include an unconditional term releasing the compromise or contest Party Seeking Indemnification from all Liability in respect of such Asserted Liability at any time before final settlement or determination thereofLiability. In any event, the Indemnitee Party Seeking Indemnification and the Indemnifying Party may participate, at their own expense, in the contest of such Asserted Liability. If the Indemnifying Party chooses to contest any Asserted LiabilityEach of SourceOne, the Indemnitee will Shareholders, and ePlus shall cooperate fully with the others as to all Asserted Liabilities, shall make available to the Indemnifying Party any booksothers as reasonably requested all information, records and documents relating to all Asserted Liabilities and shall preserve all such information, records and documents until the termination of any Asserted Liability. To the extent reasonably practicable, each of SourceOne, the Shareholders and ePlus also shall make available to the others, as reasonably requested, its personnel, agents, and other representatives who are responsible for preparing or maintaining information, records, or other documents within its control that are necessary or appropriate for, will make its officers and employees available, on a basis reasonably consistent who may have particular Knowledge with their other duties, in connection with, and will otherwise cooperate with, such defenserespect to any Asserted Liability.

Opportunity to Contest. The Indemnifying Party may elect to compromise or contest, at its own expense and by its own counselexpense, any Asserted Liability. If the Indemnifying Party elects to compromise or contest such Asserted Liability, it will shall within thirty (30) 30 days after receiving notice of the claim from Indemnitee (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee in writing Indemnified Party of its intent to do soso by sending a notice to the Indemnified Party (the "Contest Notice"), and the Indemnitee will Indemnified Party shall cooperate, at the expense of the Indemnifying Party, in the compromise or contest of such Asserted Liability. If the Indemnifying Party elects not to compromise or contest the Asserted Liability, fails to so notify the Indemnitee Indemnified Party of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee Indemnified Party (upon further notice to the Indemnifying Party) will hereafter shall have the right to pay, compromise or contest such Asserted Liability on behalf of and for the account and risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the compromise or contest of such Asserted Liability at any time before final settlement or determination thereof. In any event, the Indemnitee Indemnified Party and the Indemnifying Party may participate, at their own expense, in the contest of such Asserted Liability. If Sellers and Buyer shall cooperate fully with the Indemnifying Party chooses other as to contest all Asserted Liabilities, shall make available to each other as reasonably requested all information, records, and documents relating to all Asserted Liabilities and shall preserve all such information, records, and documents until the termination of any Asserted Liability, the Indemnitee will . Sellers and Buyer also shall make available to the Indemnifying Party any booksother, records as reasonably requested, its personnel, agents, and other representatives who are responsible for preparing or maintaining information, records, or other documents within its control that are necessary documents, or appropriate for, will make its officers and employees available, on a basis reasonably consistent who may have particular knowledge with their other duties, in connection with, and will otherwise cooperate with, such defenserespect to any Asserted Liability.

Opportunity to Contest. The Indemnifying Party may elect to compromise or contest, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party elects to compromise or contest such Asserted Liability, it will shall within thirty (30) days after receiving notice of the claim from Indemnitee (or sooner, if the nature of the Asserted Liability so requires) of the date of the Indemnifying Party's receipt of the Claims Notice notify the Indemnitee in writing or Indemnitees of its intent to do soso by giving written notice thereof to the Indemnitee (the "Contest Notice"), and the Indemnitee will shall cooperate, at the expense of the Indemnifying Party, in the compromise or contest of such Asserted Liability. If the Indemnifying Party elects not to compromise or contest the Asserted Liability, Liability and fails to so notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee (upon further notice to the Indemnifying Party) will hereafter shall have the right to pay, compromise or contest such Asserted Liability on behalf of and for the account and risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the compromise or contest of such Asserted Liability at any time before final settlement or determination thereof. Anything in this Article IX to the contrary notwithstanding, (i) the Indemnitee shall have the right, at its own cost and expense and for its own account, to compromise or contest any Asserted Liability, and (ii) the Indemnifying Party shall not, without the Indemnitees' written consent, settle or compromise any Asserted Liability or consent to entry of any judgment which does not include an unconditional release of the Indemnitee from all liability in respect of such Asserted Liability. In any event, the Indemnitee and the Indemnifying Party may participate, at their own expense, in the contest of such Asserted Liability. If the Indemnifying Party chooses to contest any Asserted Liability, the Indemnitee will shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for, will shall make its officers and employees available, on a basis reasonably consistent with their other duties, in connection with, and will shall otherwise cooperate with, such defense.

Opportunity to Contest. The Subject to the provisions of Section 7.6, the Indemnifying Party may may, provided that it has acknowledged its responsibility to indemnify with respect to an Asserted Liability, elect to compromise or contest, at its own expense and by with counsel of its own counselchoice reasonably acceptable to the Indemnified Party, any such Asserted Liability. If the Indemnifying Party elects to compromise or contest such Asserted Liability, it will shall, within thirty (30) 30 days after receiving notice of the claim from Indemnitee (or sooner, if the nature of the Asserted Liability so requires) ), notify the Indemnitee in writing Indemnified Party of its intent to do soso by sending a notice to the Indemnified Party (a "Contest Notice"); and, and in any such event, the Indemnitee will Indemnified Party shall cooperate, at the expense of the Indemnifying Party, in the compromise or contest of such Asserted Liability. If the Indemnifying Party elects not to compromise or contest the Asserted Liability, fails to so notify notify, in a timely manner, the Indemnitee Indemnified Party of its election as herein provided or contests its obligation to indemnify under this AgreementAgreement with respect to such Asserted Liability, the Indemnitee (upon further notice to the Indemnifying Party) will hereafter Indemnified Party shall have the right to pay, compromise or contest such Asserted Liability on behalf of and for the account and risk of the Indemnifying Party, subject . Anything in this Section 7.5 to the right of contrary notwithstanding, (i) the Indemnified Party shall have the right, at its own cost and for its own account (except as provided in Section 7.6), to compromise or contest any Asserted Liability, and (ii) the Indemnifying Party shall not, without the Indemnified Party's written consent, settle or compromise any Asserted Liability or consent to assume entry of any judgment which does not include an unconditional term releasing the compromise or contest Indemnified Party from all Liability in respect of such Asserted Liability at any time before final settlement or determination thereofLiability. In any event, the Indemnitee Indemnified Party and the Indemnifying Party may participate, at their own expense, in the contest of such Asserted Liability. If Seller and Purchaser shall cooperate fully with each other as to all Asserted Liabilities, shall make available to each other as reasonably requested all information, records, and documents relating to all Asserted Liabilities and shall preserve all such information, records, and documents until the Indemnifying Party chooses to contest termination of any Asserted Liability, the Indemnitee will . Seller and Purchaser also shall make available to the Indemnifying Party any bookseach other, records as reasonably requested, their respective personnel, agents, and other representatives who are responsible for preparing or maintaining information, records, or other documents within its control that are necessary documents, or appropriate for, will make its officers and employees available, on a basis reasonably consistent who may have particular knowledge with their other duties, in connection with, and will otherwise cooperate with, such defenserespect to any Asserted Liability.

Opportunity to Contest. The Indemnifying Party may elect to compromise or contest, at its own expense and by with counsel of its own counselchoice reasonably acceptable to the Indemnified Party, any Asserted Liability. If the Indemnifying Party elects to compromise or contest such Asserted Liability, it will shall, within thirty (30) 30 days after receiving notice of the claim from Indemnitee (or sooner, if the nature of the Asserted Liability so requires) ), notify the Indemnitee in writing Indemnified Party of its intent to do soso by sending a notice to the Indemnified Party (the "Contest Notice"), and the Indemnitee will Indemnified Party shall cooperate, at the expense of the Indemnifying Party, in the compromise or contest of such Asserted Liability. If the Indemnifying Party elects not to compromise or contest the Asserted Liability, fails to so notify the Indemnitee Indemnified Party of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee Indemnified Party (upon further notice to the Indemnifying Party) will hereafter shall have the right to pay, compromise or contest such Asserted Liability on behalf of and for the account and risk of the Indemnifying Party, subject . Anything in this Section 8.5 to the contrary notwithstanding, (i) the Indemnified Party shall have the right, at its own cost and for its own account, to compromise or contest any Asserted Liability and the exercise of such right shall relieve the Indemnifying Party of any further obligation hereunder with respect to any such Asserted Liability, and (ii) neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the Indemnifying Party or the Indemnified Party, as the case may be, settle or compromise any Asserted Liability or consent to assume entry of any judgment which does not include an unconditional term releasing the compromise Indemnifying Party or contest the Indemnified Party, as the case may be, from all Liability in respect of such Asserted Liability at any time before final settlement or determination thereofLiability. In any event, the Indemnitee Indemnified Party and the Indemnifying Party may participate, at their own expense, in the contest of such Asserted Liability. If Seller and Buyer shall reasonably cooperate with each other as to all Asserted Liabilities initiated by Third Parties shall make available to each other as reasonably requested all information, records, and documents relating to all Asserted Liabilities initiated by Third Parties and shall preserve all such information, records, and documents until the Indemnifying Party chooses termination of any such Asserted Liability. Seller and Buyer also shall make available to contest each other, as reasonably requested, its personnel, agents, and other representatives who are responsible for preparing or maintaining information, records, or other documents, or who may have particular knowledge with respect to any Asserted Liability, the Indemnitee will make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for, will make its officers and employees available, on a basis reasonably consistent with their other duties, in connection with, and will otherwise cooperate with, such defense.

Opportunity to Contest. The Indemnifying Party may elect to compromise or contest, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party elects to compromise or contest such Asserted Liability, it will shall within thirty (30) days after receiving notice of the claim from Indemnitee (or sooner, if the nature of the Asserted Liability so requires) of the date of the Indemnifying Party's receipt of the Claims Notice notify the Indemnitee in writing or Indemnitees of its intent to do soso by giving written notice thereof to the Indemnitee (the "Contest Notice"), and the Indemnitee will shall cooperate, at the expense of the Indemnifying Party, in the compromise or contest of such Asserted Liability. If the Indemnifying Party elects not to compromise or contest the Asserted Liability, fails to so notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee (Indemnitee, upon further notice to the Indemnifying Party) will hereafter , shall have the right to pay, compromise or contest such Asserted Liability on behalf of and for the account and risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the compromise or contest of such Asserted Liability at any time before final settlement or determination thereof. Anything in this Article XI to the contrary notwithstanding, (i) the Indemnitee shall have the right, at its own cost and expense and for its own account, to compromise or contest any Asserted Liability, and (ii) the Indemnifying Party shall not, without the Indemnitees' written consent, settle or compromise any Asserted Liability or consent to entry of any judgment which does not include an unconditional release of the Indemnitee from all liability in respect of such Asserted Liability. In any event, the Indemnitee and the Indemnifying Party may participate, at their own expense, in the contest of such Asserted Liability. If the Indemnifying Party chooses to contest any Asserted Liability, the Indemnitee will shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for, will shall make its officers and employees available, on a basis reasonably consistent with their other duties, in connection with, and will shall otherwise cooperate with, such defense.

Opportunity to Contest. The Subject to the provisions of Section 7.6, the Indemnifying Party may elect to compromise or contest, at its own expense and by its own counselwith counsel reasonably acceptable to the Indemnified Party, any Asserted Liability. If the Indemnifying Party elects to compromise or contest such Asserted Liability, it will shall within thirty twenty (3020) days after receiving notice of the claim from Indemnitee (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee in writing Indemnified Party of its intent to do soso by sending a notice to the Indemnified Party (the “Contest Notice”), and the Indemnitee will Indemnified Party shall cooperate, at the expense of the Indemnifying Party, in the compromise or contest of such Asserted Liability. If the Indemnifying Party elects not to compromise or contest the Asserted Liability, fails to so notify the Indemnitee Indemnified Party of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee Indemnified Party (upon further notice to the Indemnifying Party) will hereafter shall have the right to pay, compromise or contest such Asserted Liability on behalf of and for the account and risk of the Indemnifying Party, subject . Anything in this Section to the right of contrary notwithstanding, (i) the Indemnified Party shall have the right, at its own cost and for its own account (except as provided in Section 7.6), to compromise or contest any Asserted Liability, and (ii) the Indemnifying Party shall not, without the Indemnified Party’s written consent, settle or compromise any Asserted Liability or consent to assume entry of any judgment which does not include an unconditional term releasing the compromise or contest Indemnified Party from all Liability in respect of such Asserted Liability at any time before final settlement or determination thereofLiability. In any event, the Indemnitee Indemnified Party and the Indemnifying Party may participate, at their own expense, in the contest of such Asserted Liability. If the Indemnifying Party chooses Each party hereto agrees to contest cooperate fully with each other party hereto regarding any Asserted Liability, the Indemnitee will and each party agrees to make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for, will make its officers and employees available, on a basis others all reasonably consistent with their other duties, in connection with, and will otherwise cooperate with, such defenserequested information.