Common use of Opportunity to Defend Third Party Claims Clause in Contracts

Opportunity to Defend Third Party Claims. If any action indemnifiable under this Article 7 is brought by a third party against any Indemnified Party, the Indemnifying Party shall be entitled: (a) to participate in such action and (b) to elect, by written notice delivered to the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt of notice of the Asserted Liability, to defend, compromise or settle such action, with counsel reasonably satisfactory to the Indemnified Party, it being agreed by the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel to represent the Seller. The Indemnified Party shall cooperate with respect to any such participation, defense, settlement or compromise. The Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of the Indemnified Party’s counsel shall be at the sole expense of the Indemnified Party. The Indemnifying Party shall not settle or compromise any action or consent to the entry of a judgment without the written consent of the Indemnified Party (which shall not be unreasonably withheld) that: (x) does not provide for the claimant to give an unconditional release to the Indemnified Party in respect of the Asserted Liability; (y) involves relief other than monetary damages; or (z) places restrictions or conditions on the operation of the business of the Indemnified Party or any of its Affiliates. The Indemnifying Party shall not be liable for any settlement of any claim or action effected without its written consent. After payment of any Asserted Liability by the Indemnifying Party, the Indemnified Party, if requested by the Indemnifying Party, shall assign to the Indemnifying Party all rights the Indemnified Party may have against any applicable account debtor or other responsible Person in respect of the Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense; provided, that such distribution of such books, records or other documents would not breach privilege, confidentiality or other advisory protection.

Opportunity to Defend Third Party Claims. If In the event of any action indemnifiable under this Article 7 is brought claim by a third party against any Indemnified Partya Buyer Indemnitee or Seller Indemnitee for which indemnification is available hereunder, the Indemnifying Party shall be entitled: (a) to participate in such action and (b) to electIndemnitor has the right, exercisable by written notice delivered to Buyer or Sellers, as applicable, within 30 days of receipt of a Notice from Buyer or Sellers, as applicable, to assume and conduct the defense of such claim with counsel selected by the Indemnitor, subject to the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt of notice reasonable approval of the Asserted LiabilityIndemnitee; provided, that Sellers shall not be entitled to defendassume the defense of a claim hereunder if (i) it involves potential criminal Liability of Buyer, compromise any Acquired Company, or settle any of their employees, (ii) relief other than monetary damages is sought, or (iii) Buyer determines in good faith that the amount necessary to resolve such actionclaims would materially exceed the amount recoverable under this Agreement. If the Indemnitor has assumed such defense as provided in this Section 10.5(c), the Indemnitor will not be liable for any legal expenses subsequently incurred by any Indemnitee in connection with counsel reasonably satisfactory the defense of such Claim. If the Indemnitor does not, or is not permitted to, assume the defense of any third party claim in accordance with this Section 10.5(c), the Indemnitee may continue to defend such Claim (and, subject to the Indemnified Partylimitations set forth in this Article X, it being agreed by the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel to represent Indemnitor shall reimburse the SellerIndemnitee for the reasonable expenses of defending such claim upon submission of periodic bills) and the Indemnitor may still participate in, but not control, the defense of such third party claim at the Indemnitor’s sole cost and expense. The Indemnified Party Indemnitee shall cooperate with respect not consent to a settlement of, or the entry of any judgment arising from, any such participationClaim, defensewithout the prior written consent of the Indemnitor (such consent not to be unreasonably withheld or delayed). Except with the prior written consent of the Indemnitee (such consent not to be unreasonably withheld or delayed), settlement or compromise. The Indemnified Party shall have no Indemnitor, in the right to employ its own counsel in defense of any such caseclaim, but the fees and expenses of the Indemnified Party’s counsel shall be at the sole expense of the Indemnified Party. The Indemnifying Party shall not settle or compromise any action or will consent to the entry of a any judgment without the written consent of the Indemnified Party (which shall not be unreasonably withheld) that: (x) does not provide for the claimant to give an unconditional release to the Indemnified Party in respect of the Asserted Liability; (y) involves relief other than monetary damages; or (z) places restrictions or conditions on the operation of the business of the Indemnified Party or any of its Affiliates. The Indemnifying Party shall not be liable for enter into any settlement of any claim or action effected without its written consent. After payment of any Asserted Liability by the Indemnifying Party, the Indemnified Party, if requested by the Indemnifying Party, shall assign to the Indemnifying Party all rights the Indemnified Party may have against any applicable account debtor that (i) provides for injunctive or other responsible Person in respect of nonmonetary relief affecting the Asserted Liability. If the Indemnifying Party chooses to defend any Asserted LiabilityIndemnitee, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense; provided, that such distribution of such books, records or other documents would not breach privilege, confidentiality or other advisory protection.or

Opportunity to Defend Third Party Claims. If In the event of any action indemnifiable under this Article 7 is brought claim by a third party against a Purchaser Indemnitee or Seller Indemnitee (each an “Indemnitee”) for which indemnification is available hereunder from Purchaser or Sellers, as applicable (each an “Indemnifying Party”), the Indemnifying Party has the right, exercisable by notice to the Indemnitee as applicable, within 120 days of receipt of a written notice from the Indemnitee of such claim, to assume and conduct the defense of such claim, with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnitee. If the Indemnifying Party has assumed such defense as provided in this Section 9.08, the Indemnifying Party will not be liable for any Indemnified legal expenses incurred by any Indemnitee in connection with the defense of such claim unless the Indemnitee determines in good faith and upon the written advice of counsel that joint representation by the Indemnifying Party’s counsel constitutes a conflict of interest. If the Indemnifying Party does not assume the defense of any third party claim in accordance with this Section 9.08, the Indemnitee may defend such claim at the sole cost of the Indemnifying Party (subject to the limitations set forth in this Article IX), and the Indemnifying Party may still participate in, but not control, the defense of such third party claim at the Indemnifying Party’s sole cost and expense. For so long as the Indemnifying Party is defending such claim in good faith, the Indemnitee will not consent to a settlement of, or the entry of any judgment arising from, any such claim, without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld or delayed). Except with the prior written consent of the Indemnitee (such consent not to be unreasonably withheld or delayed), no Indemnifying Party, in the defense of any such claim, will consent to the entry of any judgment or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting the Indemnitee, (ii) provides for an admission of violation of any Law or the rights of any Indemnitee, or (iii) does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnitee of a release from all liability with respect to such claim or litigation. In any such third party claim, the party responsible for the defense of such claim shall, to the extent reasonably requested by the other party, keep such other party informed as to the status of such claim, including, without limitation, all settlement negotiations and offers; provided, however, that neither the Indemnitee nor the Indemnifying Party shall be entitled: (a) required to participate disclose any privileged information or any attorney work product in such action and (b) to elect, by written notice delivered to connection with the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt defense of notice of the Asserted Liability, to defend, compromise or settle such action, with counsel reasonably satisfactory to the Indemnified Party, it being agreed by the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel to represent the Seller. The Indemnified Party shall cooperate with respect to any such participation, defense, settlement or compromise. The Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of the Indemnified Party’s counsel shall be at the sole expense of the Indemnified Party. The Indemnifying Party shall not settle or compromise any action or consent to the entry of a judgment without the written consent of the Indemnified Party (which shall not be unreasonably withheld) that: (x) does not provide for the claimant to give an unconditional release to the Indemnified Party in respect of the Asserted Liability; (y) involves relief other than monetary damages; or (z) places restrictions or conditions on the operation of the business of the Indemnified Party or any of its Affiliates. The Indemnifying Party shall not be liable for any settlement of any claim or action effected without its written consent. After payment of any Asserted Liability by the Indemnifying Party, the Indemnified Party, if requested by the Indemnifying Party, shall assign to the Indemnifying Party all rights the Indemnified Party may have against any applicable account debtor or other responsible Person in respect of the Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense; provided, that such distribution of such books, records or other documents would not breach privilege, confidentiality or other advisory protectionasserted claim.

Opportunity to Defend Third Party Claims. If In the event of any action indemnifiable under this Article 7 is brought claim by a third party against any Indemnified Partyan Indemnitee for which indemnification is available hereunder, the Indemnifying Party shall be entitled: (a) to participate in such action and (b) to electIndemnitor has the right, exercisable by written notice delivered to the Indemnified Party Indemnitee, within thirty sixty (3060) days after the Indemnifying Party’s of receipt of notice a Claims Notice from the Indemnitee to assume and conduct the defense of such claim with counsel selected by the Asserted Liability, Indemnitor and reasonably acceptable to defend, compromise or settle such actionthe Indemnitee, with counsel reasonably satisfactory to the Indemnified Party, it being agreed by the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel to represent the Seller. The Indemnified Party shall cooperate with respect to any such participation, defense, settlement or compromise. The Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses to be satisfied by the Indemnitor. If the Indemnitor has assumed such defense as provided in this Section 9.6(c), the Indemnitor will not be liable for any legal expenses subsequently incurred by any Indemnitee in connection with the defense of such claim. If the Indemnified Party’s counsel shall be Indemnitor does not assume the defense of any third-party claim in accordance with this Section 9.6(c), the Indemnitee may continue to defend such claim at the sole cost and expense of the Indemnified PartyIndemnitor (subject to the limitations set forth in this Article IX) and the Indemnitor may still participate in, but not control, the defense of such third-party claim at the Indemnitor’s sole cost and expense. The Indemnifying Party Indemnitee shall not settle consent to a settlement of, or compromise the entry of any action judgment arising from, any such claim, without the prior written consent of the Indemnitor (such consent not to be unreasonably withheld, conditioned or delayed). Except with the prior written consent of the Indemnitee (such consent not to be unreasonably withheld, conditioned or delayed), no Indemnitor, in the defense of any such claim, will consent to the entry of a any judgment without or enter into any settlement that (i) provides for injunctive or other nonmonetary relief affecting the written consent of the Indemnified Party Indemnitee or (which shall not be unreasonably withheld) that: (xii) does not provide include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnitee and its Affiliates of a release from all liability with respect to such claim or litigation. In any such third-party claim, the party responsible for the claimant to give an unconditional release defense of such claim (the “Responsible Party”) shall keep, to the Indemnified Party in respect of the Asserted Liability; (y) involves relief other than monetary damages; or (z) places restrictions or conditions on the operation of the business of the Indemnified Party or any of its Affiliates. The Indemnifying Party shall not be liable for any settlement of any claim or action effected without its written consent. After payment of any Asserted Liability by the Indemnifying Party, the Indemnified Party, if extent reasonably requested by the Indemnifying Partyother party, shall assign such other party informed as to the Indemnifying Party status of such claim, including all rights the Indemnified Party may have against any applicable account debtor or other responsible Person in respect of the Asserted Liabilitysettlement negotiations and offers. If the Indemnifying Party chooses Each Indemnitee shall use all commercially reasonable efforts to defend any Asserted Liability, the Indemnified Party shall make available to the Indemnifying Party any booksIndemnitor and its representatives, all books and records or other documents within its control that are necessary or appropriate for of the Indemnitee relating to such defense; provided, that such distribution third-party claim and shall reasonably cooperate with the Indemnitor in the defense of such books, records or other documents would not breach privilege, confidentiality or other advisory protectionthird-party claim.

Opportunity to Defend Third Party Claims. If any action indemnifiable under this Article 7 is brought by a third party against any Indemnified Party, the The Indemnifying Party shall be entitled: (a) to participate in such action and (b) to electhave the right, exercisable by written notice delivered to the Indemnified Party within thirty (30) days after the Indemnifying Party’s of receipt of notice a Claims Notice from the lndemnified Party of the Asserted Liabilitycommencement or assertion of any Liability Claim in respect of which indemnity may be sought under this Article VII for a third party Liability Claim, to defendassume and conduct the defense of such Liability Claim, compromise or settle such actionin accordance with the limits set forth in this Agreement, with counsel selected by the Indemnifying Party and reasonably satisfactory acceptable to the Indemnified Party; provided, it being agreed however, that (i) the defense of such Liability Claim by the Parties Indemnifying Party will not, in the reasonable judgment of the Indemnified Party, have a material adverse effect on the Indemnified Party; (ii) the Indemnifying Party has sufficient financial resources, in the reasonable judgment of the lndemnified Party, to satisfy the amount of any adverse monetary judgment that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel likely to represent result; and (iii) the SellerLiability Claim solely seeks (and continues to seek) monetary damages (the conditions set forth in clauses (i) through (iii) are collectively referred to as the “Litigation Conditions”). If the Indemnifying Party does not assume the defense of a Liability Claim in accordance with this Section 7.2(b), the Indemnified Party may continue to defend the Liability Claim. If the Indemnifying Party has assumed the defense of a Liability Claim as provided in this Section 7.2(b), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense of the Liability Claim; provided, however, that if (A) any of the Litigation Conditions cease to be met or (B) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Liability Claim, the Indemnified Party may assume its own defense, and the Indemnifying Party shall be liable for all reasonable costs or expenses paid or incurred by the Indemnified Party in connection with such defense. The Indemnifying Party or the Indemnified Party, as the case may be, shall have the right to participate in (but not control), at its own expense, the defense of any Liability Claim which the other is defending as provided in this Agreement. The Indemnifying Party, if it shall have assumed the defense of any Liability Claim as provided in this Agreement, shall not, without the prior written consent of the Indemnified Party, consent to a settlement of, or the entry of any judgment arising from, any such Liability Claim which (x) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party shall cooperate with a complete release from all liability in respect of such Liability Claim, or (y) grants any injunctive or equitable relief, or (z) may reasonably be expected to any such participation, defense, settlement or compromisehave an adverse effect on the affected business of the Indemnified Party. The Indemnified Party shall have the right to employ its own counsel in settle any such caseLiability Claim, but the fees and expenses defense of the Indemnified Party’s counsel shall be at the sole expense of the Indemnified Party. The Indemnifying Party shall which has not settle or compromise any action or consent to the entry of a judgment without the written consent of the Indemnified Party (which shall not be unreasonably withheld) that: (x) does not provide for the claimant to give an unconditional release to the Indemnified Party in respect of the Asserted Liability; (y) involves relief other than monetary damages; or (z) places restrictions or conditions on the operation of the business of the Indemnified Party or any of its Affiliates. The Indemnifying Party shall not be liable for any settlement of any claim or action effected without its written consent. After payment of any Asserted Liability been assumed by the Indemnifying Party, the Indemnified Party, if requested by the Indemnifying Party, shall assign to the Indemnifying Party all rights the Indemnified Party may have against any applicable account debtor or other responsible Person in respect of the Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense; provided, that such distribution of such books, records or other documents would not breach privilege, confidentiality or other advisory protection.

Opportunity to Defend Third Party Claims. If In the event of any action indemnifiable under this Article 7 is brought claim by a third party against any a Buyer Indemnitee or Seller Indemnitee for which indemnification is available hereunder, the Seller Representative, if indemnification of Buyer Indemnitees is available, or Buyer, if indemnification of Seller Indemnitees is available (each an “Indemnifying Party”), has the right, exercisable by written notice to Buyer or the Seller Representative, as applicable, within sixty (60) days of receipt of a Notice from Buyer or the Seller Representative, as applicable, to assume and conduct the defense of such claim (in the names of, and for the benefit of, the Indemnified Party) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided, that the Indemnifying Party shall not be entitled: (a) permitted to participate assume or conduct the defense of any claim if the Indemnified Party is also a party to the Action, there is a conflict of interest between the positions of the Indemnifying Party and the Indemnified Party in conducting the defense of such action and (b) to elect, by written notice delivered claims such that there may be one or more legal defenses available to the Indemnified Party within thirty (30) days after that are different from or additional to those available to the Indemnifying Party’s receipt , and the Indemnified Party shall have determined in good faith that such different or additional defenses would make it inappropriate for the Indemnifying Party to assume or conduct the defense of such claim. Notwithstanding the foregoing, if an Indemnified Party reasonably determines in good faith that there is a reasonable probability that an Action to defend a third party claim may adversely affect him, her or its or his, her or its Affiliates other than as a result of monetary damages for which he, she or it would be entitled to indemnification under this Agreement, the Indemnified Party may, by notice of to the Asserted LiabilityIndemnifying Party, assume the right to defend, compromise or settle such action, with counsel reasonably satisfactory to the Indemnified Party, it being agreed by the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel to represent the Seller. The Indemnified Party shall cooperate with respect to any such participation, defense, settlement or compromise. The Indemnified Party shall have the right to employ its own counsel in any such caseAction, but the fees and expenses of the Indemnified Party’s counsel shall be at the sole expense of the Indemnified Party. The Indemnifying Party shall not settle be bound by any determination of an Action so defended or any compromise any action or settlement effected without its consent to the entry of a judgment without the written consent of the Indemnified Party (which shall may not be unreasonably withheld) that: (x) does not provide for ), and the claimant Indemnifying Party shall be entitled, at the Indemnifying Party’s cost and expense, to give an unconditional release to participate in the Indemnified Party in respect defense of the Asserted Liability; (y) involves relief other than monetary damages; or (z) places restrictions or conditions on third party claim. If the operation of Indemnifying Party has assumed such defense as provided in this Section 9.6(d), the business of the Indemnified Party or any of its Affiliates. The Indemnifying Party shall not be liable for any settlement legal expenses subsequently incurred by any Indemnified Party in connection with the defense of any claim such claim; provided, that if there is a conflict of interest between the positions of the Indemnifying Party and the Indemnified Party in conducting the defense of such claims such that there may be one or action effected without its written consent. After payment of any Asserted Liability by more legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party, and the Indemnified PartyParty shall have determined in good faith that such different or additional defenses would make it inappropriate for one counsel to represent both parties, if requested by the Indemnified Party shall be entitled, at the Indemnifying Party’s cost, shall assign risk and expense, to retain one firm of separate counsel of his, her or its own choosing (along with any required local counsel) to participate in the Indemnifying Party all rights the Indemnified Party may have against any applicable account debtor or other responsible Person in respect defense of the Asserted Liabilitythird party claim. If the Indemnifying Party chooses elects to defend any Asserted Liabilityassume the defense of a claim, the Indemnified Party shall make available to may, at its own cost and expense, participate in the investigation, trial and defense of such claim. If the Indemnifying Party does not assume the defense of any booksthird party claim in accordance with this Section 9.6(d) within fourteen (14) days after delivery of a Buyer Claims Notice in connection with any such claim, records the Indemnified Party may defend such claim at the sole cost of the Indemnifying Party. The Indemnified Party shall not consent to a settlement of any such claim without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld or delayed). Except with the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld or delayed), no Indemnifying Party, in the defense of any such claim, shall consent to the entry of any judgment or enter into any settlement that (i) provides for injunctive or other documents within its control that are necessary nonmonetary relief adversely affecting the Indemnified Party, (ii) includes a finding or appropriate admission of a violation of Law or the rights of any third party or which would otherwise form the basis of liability to any third party or (iii) does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. In any such third party claim, the party responsible for such defense; provided, that such distribution the defense of such booksclaim (the “Responsible Party”) shall, records or to the extent reasonably requested by the other documents would not breach privilegeparty, confidentiality or keep such other advisory protectionparty informed as to the status of such claim, including, without limitation, all settlement negotiations and offers.

Opportunity to Defend Third Party Claims. If In the event of any action indemnifiable under this Article 7 is brought claim by a third party against any Indemnified a CHC Indemnitee or Skyline Indemnitee for which indemnification is available hereunder, the party from whom indemnification is being sought (the “Indemnifying Party”), has the right, exercisable by notice to CHC or the Members’ Representative, as applicable, within 30 calendar days of receipt of a Notice from CHC or the Members’ Representative, as applicable, to assume and conduct the defense of such claim with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee. If the Indemnifying Party has assumed such defense as provided in this Section 7.5(g), the Indemnifying Party shall will not be entitled: liable for any legal expenses subsequently incurred by any Indemnitee in connection with the defense of such claim. If the Indemnifying Party does not assume the defense of any third party claim in accordance with this Section 7.5(g), the Indemnitee may continue to defend such claim at the sole cost and expense of the Indemnifying Party (a) to participate in such action and (b) to elect, by written notice delivered subject to the Indemnified limitations set forth in this ARTICLE VII) and the Indemnifying Party within thirty (30) days after may still participate in, but not control, the defense of such third party claim at the Indemnifying Party’s receipt sole cost and expense. The Indemnitee will not consent to a settlement of, or the entry of notice any judgment arising from, any such claim, without the prior written consent of the Asserted LiabilityIndemnifying Party (such consent not to be unreasonably withheld, to defenddelayed or conditioned). Except with the prior written consent of the Indemnitee, compromise or settle such action, with counsel reasonably satisfactory to the Indemnified no Indemnifying Party, it being agreed by in the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel to represent the Seller. The Indemnified Party shall cooperate with respect to defense of any such participationclaim, defense, settlement or compromise. The Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of the Indemnified Party’s counsel shall be at the sole expense of the Indemnified Party. The Indemnifying Party shall not settle or compromise any action or will consent to the entry of a any judgment without or enter into any settlement that (i) provides for injunctive or other nonmonetary relief affecting the written consent of the Indemnified Party Indemnitee or (which shall not be unreasonably withheld) that: (xii) does not provide include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnitee of a release from all liability with respect to such claim. The Party responsible for the claimant to give an unconditional release defense of such third party claim (the “Responsible Party”) shall, to the Indemnified Party in respect of the Asserted Liability; (y) involves relief other than monetary damages; or (z) places restrictions or conditions on the operation of the business of the Indemnified Party or any of its Affiliates. The Indemnifying Party shall not be liable for any settlement of any claim or action effected without its written consent. After payment of any Asserted Liability by the Indemnifying Party, the Indemnified Party, if extent reasonably requested by the Indemnifying other Party, shall assign keep such other Party informed as to the Indemnifying Party all rights the Indemnified Party may have against any applicable account debtor or other responsible Person in respect of the Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense; provided, that such distribution status of such books, records or other documents would not breach privilege, confidentiality or other advisory protectionclaim.

Opportunity to Defend Third Party Claims. If any action indemnifiable under this Article 7 is brought by a third party against any Indemnified Party, the Indemnifying Party shall be entitled, at its own expense: (a) to participate in such action and (b) to elect, by written upon notice delivered to the Indemnified Party within thirty made at any time during the course of any such claim, suit, action or proceeding, to assume the defense thereof; provided, however, (30i) days after the Indemnifying Party’s receipt of notice of the Asserted Liability, to defend, compromise or settle such action, with counsel is reasonably satisfactory to the Indemnified Party, it being agreed by (ii) the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel Indemnifying Party shall keep the Indemnified Party informed, on a regular basis, of the status of such claim, suit, action or proceeding and (iii) the Indemnifying Party shall consult with the Indemnified Party upon the Indemnified Party’s reasonable request for such consultation from time to represent the Sellertime with respect to such claim, suit, action or proceeding. The Indemnified Party shall cooperate with respect to any such participation, defense, settlement or compromise. The Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of the Indemnified Party’s counsel shall be at the sole expense of the Indemnified Party unless: (l) the Indemnifying Party shall have authorized in writing employment of such counsel at the expense of the Indemnifying Party; (m) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to defend such action within 30 days after the Indemnifying Party received notice of the Asserted Liability; (n) the Indemnified Party shall have reasonably determined that the Indemnifying Party is not diligently pursuing such action or is not keeping the Indemnified Party reasonably informed of the status of such action; or (o) the Indemnified Party shall have reasonably concluded that a conflict of interest exists between the Indemnified Party and the Indemnifying Party, in any of which events the fees and expenses of one additional counsel shall be borne by the Indemnifying Party. The Indemnifying Party shall not settle or compromise any action or consent to the entry of a judgment without the written consent of the Indemnified Party (which shall not be unreasonably withheld) that: (x) does not provide for the claimant to give an unconditional release to the Indemnified Party in respect of the Asserted Liability; (y) involves relief other than monetary damages; or (z) places restrictions or conditions on the operation of the business of the Indemnified Party or any of its AffiliatesParty. The Indemnifying Party shall not be liable for any settlement of any claim or action effected without its written consent. After payment of any Asserted Liability by the Indemnifying Party, the Indemnified Party, if requested by the Indemnifying Party, shall assign to the Indemnifying Party all rights the Indemnified Party may have against any applicable account debtor or other responsible Person in respect of the Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense; provided, that such distribution of such books, records or other documents would not breach privilege, confidentiality or other advisory protection.

Opportunity to Defend Third Party Claims. If In the event of any action indemnifiable under this Article 7 is brought claim by a third party against a Buyer Indemnitee or Seller Indemnitee for which indemnification is available hereunder (a "Third Party Claim"), the Buyer Indemnitee or the Seller Indemnitee, as applicable ("Indemnitee"), shall give written notice thereof (a "Claims Notice") to the Company, if indemnification is sought against the Company, or to the Buyer, if indemnification is sought against the Buyer or Rand (each an "Indemnifying Party"). A Claims Notice must describe the Third Party Claim in reasonable detail, and indicate the amount of the Loss claimed by the third party. No delay in or failure to give notice of a Third Party Claim will adversely affect any Indemnified of the other rights or remedies of an Indemnitee under this Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the applicable Indemnitee except to the extent that the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party has the right, exercisable by written notice to the Indemnitee, within sixty (60) days of receipt of a Claims Notice from the Indemnitee, to assume and conduct the defense of such claim with counsel selected by the Indemnifying Party. If the Indemnifying Party has assumed such defense as provided in this Section 9.6(a)(i), the Indemnifying Party shall will not be entitled: liable for any legal expenses subsequently incurred by any Indemnitee in connection with the defense of such Claim. If the Indemnifying Party does not assume the defense of any third party claim in accordance with this Section 9.6(a)(i), the Indemnitee may continue to defend such claim at the sole cost of the Indemnifying Party (a) to participate in such action and (b) to elect, by written notice delivered subject to the Indemnified limitations set forth in this Article IX) and the Indemnifying Party within thirty (30) days after may still participate in, but not control, the defense of such third party claim at the Indemnifying Party’s receipt 's sole cost and expense. The Indemnitee will not consent to a settlement of, or the entry of notice any judgment arising from, any such claim, without the prior written consent of the Asserted LiabilityIndemnifying Party (such consent not to be unreasonably withheld or delayed). Except with the prior written consent of the Indemnitee (such consent not to be unreasonably withheld or delayed), to defend, compromise or settle such action, with counsel reasonably satisfactory to the Indemnified no Indemnifying Party, it being agreed by in the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel to represent the Seller. The Indemnified Party shall cooperate with respect to defense of any such participationclaim, defense, settlement or compromise. The Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of the Indemnified Party’s counsel shall be at the sole expense of the Indemnified Party. The Indemnifying Party shall not settle or compromise any action or will consent to the entry of a any judgment without or enter into any settlement that (i) provides for injunctive or other non-monetary relief affecting the written consent of the Indemnified Party Indemnitee or (which shall not be unreasonably withheld) that: (xii) does not provide include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnitee of a release from all liability with respect to such claim or litigation. In any such third party claim, the party responsible for the claimant to give an unconditional release defense of such claim (the "Responsible Party") shall, to the Indemnified Party in respect of the Asserted Liability; (y) involves relief other than monetary damages; or (z) places restrictions or conditions on the operation of the business of the Indemnified Party or any of its Affiliates. The Indemnifying Party shall not be liable for any settlement of any claim or action effected without its written consent. After payment of any Asserted Liability by the Indemnifying Party, the Indemnified Party, if extent reasonably requested by the Indemnifying Partyother party, shall assign keep such other party informed as to the Indemnifying Party status of such claim, including all rights the Indemnified Party may have against any applicable account debtor or other responsible Person in respect of the Asserted Liabilitysettlement negotiations and offers. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnified Each Party shall use all reasonable efforts to make available to the Indemnifying Responsible Party any books, and its representatives all books and records or other documents within its control that are necessary or appropriate for such defense; provided, that such distribution of such books, records or other documents would not breach privilege, confidentiality or other advisory protectionParty and the Business relating to such third party claim and shall cooperate with the Responsible Party in the defense of the third party claim.

Opportunity to Defend Third Party Claims. If In the event of any action indemnifiable under this Article 7 is brought claim by a third party against any Indemnified PartyBuyer Indemnitee or Stockholder Indemnitee for which indemnification is available hereunder, the Indemnifying Party has the right, exercisable by written notice to Buyer or the Stockholder Representative, as applicable, within 30 days of receipt of a Notice from Buyer or the Stockholder Representative, as applicable, of the commencement or assertion of any Damages arising out of such claim, to assume and conduct the defense of such claim with counsel selected by the Indemnifying Party and reasonably acceptable to Buyer or the Stockholder Representative, as applicable. If the Indemnifying Party is the Stockholder Representative, such Indemnifying Party will be entitled to defend and, subject to the provisions of Section 10.7(d), settle such claim using the Escrow Amount, and the Stockholder Representative and Buyer shall jointly instruct the Escrow Agent to release funds held under the Escrow Agreement for this purpose in accordance with the provisions of the Escrow Agreement. If the Indemnifying Party is Buyer, such Indemnifying Party shall not be entitled: (a) entitled to defend such claim using the Escrow Amount. If the Indemnifying Party has assumed such defense as provided in this Section 10.7(c), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by any Indemnitee in connection with the defense of such claim. Notwithstanding the foregoing, such Indemnitee has the right to employ counsel separate from the counsel employed by the Indemnifying Party in the defense of any claim that the Indemnifying Party is defending and to participate in such action and (b) to elect, by written notice delivered to the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt of notice of the Asserted Liability, to defend, compromise or settle such action, with counsel reasonably satisfactory to the Indemnified Party, it being agreed by the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel to represent the Seller. The Indemnified Party shall cooperate with respect to any such participation, defense, settlement or compromise. The Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of the Indemnified Party’s such counsel shall will be at the sole expense Indemnitee's own expense, unless (i) the employment of such counsel has been specifically authorized by the Indemnifying Party or (ii) such Indemnitee has been advised by counsel reasonably satisfactory to the Indemnifying Party that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party and in the reasonable judgment of such counsel it is advisable for such Indemnitee to employ separate counsel in order to effectively assert such defense or defenses. In such event, if the Indemnifying Party is the Stockholder Representative, then the fees and expenses of such counsel will be borne from the Escrow Amount, and the Stockholder Representative and Buyer shall jointly instruct the Escrow Agent to release funds held under the Escrow Agreement for this purpose in accordance with the provisions of the Indemnified PartyEscrow Agreement. The If the Indemnifying Party does not assume the defense of any third party claim in accordance with this Section 10.7(c), the Indemnitee may continue to defend such claim at the sole cost of the Indemnifying Party subject to the limitations set forth in this Article X. The Indemnitee will not consent to a settlement of, or the entry of any judgment arising from, any such claim, without the prior written consent of the Indemnifying Party (which consent shall not settle be unreasonably withheld or compromise delayed). Except with the prior written consent of the Indemnitee (such 39 consent not to be unreasonably withheld or delayed), no Indemnifying Party, in the defense of any action or such claim, shall consent to the entry of a any judgment without or enter into any settlement that (i) provides for injunctive or other nonmonetary relief affecting the written consent of the Indemnified Party Indemnitee or (which shall not be unreasonably withheld) that: (xii) does not provide for the claimant to give include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnitee of a release from all liability with respect to such claim or litigation. In any such third party claim, the Indemnified Party in respect of the Asserted Liability; (y) involves relief other than monetary damages; or (z) places restrictions or conditions on the operation of the business of the Indemnified Party or any of its Affiliates. The Indemnifying Party shall not be liable for any settlement keep the Indemnitee reasonably apprised of any claim or action effected without its written consent. After payment of any Asserted Liability by all proceedings associated therewith and shall provide to the Indemnifying Party, the Indemnified Party, if Indemnitee all information reasonably requested by the Indemnifying Party, shall assign to the Indemnifying Party all rights the Indemnified Party may have against any applicable account debtor or other responsible Person in respect of the Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense; provided, that such distribution of such books, records or other documents would not breach privilege, confidentiality or other advisory protectionIndemnitee.

Opportunity to Defend Third Party Claims. If In the event of any action indemnifiable under this Article 7 is brought claim by a third party against any Buyer Indemnitee or Seller Indemnitee for which indemnification is or may be available under this Article IX (whether pursuant to a lawsuit, other legal action or otherwise, a “Third Party Claim”), except as provided below and subject to the terms and conditions of the RWI Policy, the Party against whom indemnification may be sought hereunder (the “Indemnifying Party”) shall be entitled to and, if it so elects, shall at its own cost and expense, (i) take control of the defense and investigation of such Third Party Claim and (ii) pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including to employ and engage attorneys of its own choice reasonably acceptable to the Party seeking indemnification hereunder (the “Indemnified Party”) to handle and defend such Third Party Claim, and the Indemnifying Party shall be entitled: entitled (a) to participate in such action and (b) to electbut not obligated), by written notice delivered to the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt of notice of the Asserted Liabilityif it so elects, to defend, compromise or settle such actionclaim, with counsel reasonably satisfactory to the Indemnified Party, it being agreed by the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel to represent the Seller. The Indemnified Party shall cooperate with respect to any such participation, defense, which compromise or settlement or compromise. The Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of the Indemnified Party’s counsel shall be at the sole expense of the Indemnified Party. The Indemnifying Party shall not settle or compromise any action or consent to the entry of a judgment without made only with the written consent of the Indemnified Party (which shall Party, such consent not to be unreasonably withheld) that: (x) does not provide for withheld or delayed. In the claimant event the Indemnifying Party elects to give an unconditional release to assume control of the defense and investigation of such Third Party Claim in accordance with this Section, the Indemnified Party may, at its own cost and expense, participate in respect the investigation, trial and defense of such Third Party Claim. If the Indemnifying Party fails to assume the defense of such Third Party Claim in accordance with this Section within fourteen (14) days after delivery of the Asserted Liability; Claim Notice in connection with such Third Party Claim, the Indemnified Party against which such Third Party Claim has been asserted shall (yupon delivering notice to such effect to the Indemnifying Party) involves relief other than monetary damages; or have the right to undertake the defense, compromise and settlement of such Third Party Claim, and the Indemnifying Party shall be liable for any resulting settlement of such Third Party Claim and for any final judgment with respect thereto (z) places restrictions or conditions on subject to any right of appeal), if any, but only to the operation extent otherwise provided in this Agreement. In the event the Indemnifying Party assumes the defense of the business claim, the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of any such defense, compromise or settlement, and in the event the Indemnified Party assumes the defense of the claim, the Indemnified Party shall keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. Notwithstanding the foregoing, if in the reasonable opinion of the Indemnified Party, (A) there are legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, (B) upon advice of the Indemnified Party’s counsel, there exists a reasonable likelihood of a conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim (other than one arising from the existence of the indemnification obligations under this Agreement), or (C) the primary remedy sought in connection with such Third Party Claim is injunctive or equitable relief or involves any of its Affiliates. The criminal or quasi-criminal allegation or investigation, the Indemnifying Party shall not be liable for any settlement of any claim or action effected without its written consent. After payment of any Asserted Liability by entitled to assume the Indemnifying Party, the Indemnified Party, if requested by the Indemnifying Party, shall assign to the Indemnifying Party all rights the Indemnified Party may have against any applicable account debtor or other responsible Person in respect defense of the Asserted Liability. If the Indemnifying Third Party chooses to defend any Asserted Liability, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense; provided, that such distribution of such books, records or other documents would not breach privilege, confidentiality or other advisory protectionClaim.

Opportunity to Defend Third Party Claims. If In the event of any action indemnifiable under this Article 7 is brought claim by a third party against any a Buyer Indemnitee or Seller Indemnitee for which indemnification is available hereunder, the Seller Representative, if indemnification of Buyer Indemnitees is available, or Buyer, if indemnification of Seller Indemnitees is available (each an “Indemnifying Party”), has the right, exercisable by written notice to Buyer or the Seller Representative, as applicable, within sixty (60) days of receipt of a Notice from Buyer or the Seller Representative, as applicable, to assume and conduct the defense of such claim (in the names of, and for the benefit of, the Indemnified Party) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided, that the Indemnifying Party shall not be entitled: (a) permitted to participate assume or conduct the defense of any claim if the Indemnified Party is also a party to the Action, there is a conflict of interest between the positions of the Indemnifying Party and the Indemnified Party in conducting the defense of such action and (b) to elect, by written notice delivered claims such that there may be one or more legal defenses available to the Indemnified Party within thirty (30) days after that are different from or additional to those available to the Indemnifying Party’s receipt , and the Indemnified Party shall have determined in good faith that such different or additional defenses would make it inappropriate for the Indemnifying Party to assume or conduct the defense of such claim. Notwithstanding the foregoing, if an Indemnified Party reasonably determines in good faith that there is a reasonable probability that an Action to defend a third-party claim may adversely affect him, her or its or his, her or its Affiliates other than as a result of monetary damages for which he, she or it would be entitled to indemnification under this Agreement, the Indemnified Party may, by notice of to the Asserted LiabilityIndemnifying Party, assume the right to defend, compromise or settle such action, with counsel reasonably satisfactory to the Indemnified Party, it being agreed by the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel to represent the Seller. The Indemnified Party shall cooperate with respect to any such participation, defense, settlement or compromise. The Indemnified Party shall have the right to employ its own counsel in any such caseAction, but the fees and expenses of the Indemnified Party’s counsel shall be at the sole expense of the Indemnified Party. The Indemnifying Party shall not settle be bound by any determination of an Action so defended or any compromise any action or settlement effected without its consent to the entry of a judgment without the written consent of the Indemnified Party (which shall may not be unreasonably withheld) that: (x) does not provide for withheld or delayed), and the claimant Indemnifying Party shall be entitled, at the Indemnifying Party’s cost and expense, to give an unconditional release to participate in the Indemnified Party in respect defense of the Asserted Liability; (y) involves relief other than monetary damages; or (z) places restrictions or conditions on third-party claim. If the operation of Indemnifying Party has assumed such defense as provided in this Section 7.6(d), the business of the Indemnified Party or any of its Affiliates. The Indemnifying Party shall not be liable for any settlement legal expenses subsequently incurred by any Indemnified Party in connection with the defense of any claim or action effected without its written consent. After payment such claim; provided, that if the Indemnified Party determines in good faith that there would be a violation of any Asserted Liability by applicable legal ethical principles and policies if one counsel represents both parties, the Indemnified Party shall be entitled, at the Indemnifying Party’s cost, risk and expense, to retain one firm of separate counsel of his, her or its own choosing (along with any required local counsel) to participate in the defense of the third-party claim. Any additional counsel selected by an Indemnified Party, if requested by Party pursuant to the immediately preceding sentence shall be reasonably acceptable to the Indemnifying Party, shall assign to the Indemnifying Party all rights the Indemnified Party may have against any applicable account debtor or other responsible Person in respect of the Asserted Liability. If the Indemnifying Party chooses elects to defend any Asserted Liabilityassume the defense of a claim, the Indemnified Party shall make available to may, at its own cost and expense, participate in the investigation, trial and defense of such claim. If the Indemnifying Party does not assume the defense of any booksthird-party claim in accordance with this Section 7.6(d) within fourteen (14) days after delivery of a Buyer Claims Notice in connection with any such claim, records the Indemnified Party may defend such claim at the sole cost of the Indemnifying Party. The Indemnified Party shall not consent to a settlement of any such claim without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld or delayed). Except with the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld or delayed), no Indemnifying Party, in the defense of any such claim, shall consent to the entry of any judgment or enter into any settlement that (i) provides for injunctive or other documents within its control that are necessary nonmonetary relief adversely affecting the Indemnified Party, (ii) includes a finding or appropriate admission of a violation of Law or the rights of any third party or which would otherwise form the basis of liability to any third party or (iii) does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. In any such third-party claim, the party responsible for such defense; provided, that such distribution the defense of such booksclaim (the “Responsible Party”) shall, records or to the 39 extent reasonably requested by the other documents would not breach privilegeparty, confidentiality or keep such other advisory protectionparty informed as to the status of such claim, including, without limitation, all settlement negotiations and offers.

Opportunity to Defend Third Party Claims. If Subject to Section 10.4, in the event of any action indemnifiable under this Article 7 is brought claim by a third party against a Buyer Indemnitee or Seller Indemnitee for which indemnification is available hereunder, the party from whom indemnification is being sought (the “Indemnifying Party”), has the right, exercisable by notice to Buyer or Seller, as applicable, within 60 days of receipt of a Notice from Buyer or Seller, as applicable, to assume and conduct the defense of such claim with counsel selected by the Indemnifying Party. If the Indemnifying Party has assumed such defense, the Indemnitee shall have the right to participate in the defense thereof, it being understood that the Indemnifying Party will not be liable for any Indemnified legal expenses subsequently incurred by any Indemnitee in connection with the defense of such claim. If, under applicable standards of professional conduct, a conflict with respect to any significant issue between any Indemnifying Party and any Indemnitee exists in respect of such third party claim or there are legal defenses available to an Indemnitee that are different from or additional to those available to the Indemnifying Party, the Indemnifying Party shall be entitled: pay the reasonable fees and expenses of one counsel retained by such Indemnitee. If the Indemnifying Party does not assume the defense of any third party claim in accordance with this Section 9.6(c), fails to properly notify the other party of its election to defend as provided in this Section 9.6(c), or fails to diligently prosecute the defense of such third‑party claim, the Indemnitee may continue to defend such claim at the sole cost and expense of the Indemnifying Party (a) to participate in such action and (b) to elect, by written notice delivered subject to the Indemnified limitations set forth in this ARTICLE IX) and the Indemnifying Party within thirty (30) days after may still participate in, but not control, the defense of such third party claim at the Indemnifying Party’s receipt of notice of the Asserted Liability, to defend, compromise or settle such action, with counsel reasonably satisfactory to the Indemnified Party, it being agreed by the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel to represent the Sellersole cost and expense. The Indemnified Party shall cooperate with respect to any such participation, defense, settlement or compromise. The Indemnified Party shall have the right to employ its own counsel in any In such case, but the fees and expenses of the Indemnified Party’s counsel shall be at the sole expense of the Indemnified Party. The Indemnifying Party shall Indemnitee will not settle or compromise any action or consent to the entry of a any judgment arising from any such claim without the prior written consent of the Indemnified Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed). Except with the prior written consent of the Indemnitee (such consent not to be unreasonably withheld, conditioned or delayed), no Indemnifying Party, in the defense of any claim, will consent to the entry of any judgment that: (i) provides for injunctive or other nonmonetary relief affecting the Indemnitee; or (ii) does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnitee of a release from all liability with respect to such claim. The party responsible for the defense of such third party claim (the “Responsible Party”) shall, to the extent reasonably requested by the other party, keep such other party informed as to the status of such claim. With respect to a third party claim, Buyer and Seller shall make reasonably available to each other and their representatives all books and records relating to such third party claim and shall reasonably cooperate with each other in the defense of the third party claim. Notwithstanding anything else in this Agreement, any claims asserted by an Educational Agency or Governmental Authority for which indemnification may be available hereunder, shall be controlled and managed jointly by the Parties, with counsel reasonably acceptable to each of them. In connection with the management of any such claim, the Parties shall enter into a joint defense agreement in customary form reasonably acceptable to each of them to protect privileged communications and confidential information. No such claim may be settled without the prior written consent of each of the indemnified and indemnifying parties, which consents shall not be unreasonably withheld) that: (x) does not provide for the claimant to give an unconditional release to the Indemnified Party in respect of the Asserted Liability; (y) involves relief other than monetary damages; , conditioned or (z) places restrictions or conditions on the operation of the business of the Indemnified Party or any of its Affiliates. The Indemnifying Party shall not be liable for any settlement of any claim or action effected without its written consent. After payment of any Asserted Liability by the Indemnifying Party, the Indemnified Party, if requested by the Indemnifying Party, shall assign to the Indemnifying Party all rights the Indemnified Party may have against any applicable account debtor or other responsible Person in respect of the Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense; provided, that such distribution of such books, records or other documents would not breach privilege, confidentiality or other advisory protectiondelayed.

Opportunity to Defend Third Party Claims. If Subject to Section 10.3, in the event of any action indemnifiable under this Article 7 is brought claim by a third party against any Indemnified a Buyer Indemnitee or Seller Indemnitee for which indemnification is available hereunder (a “Third Party Claim”), Buyer or Seller, as the party from which indemnification is sought, as applicable (each an “Indemnifying Party”), has the right, exercisable by written notice to the other party (the “Claiming Party”), within 60 days of receipt of a Notice from such Claiming Party, to assume and conduct the defense of such claim with counsel selected by the Indemnifying Party shall be entitled: (a) to participate in such action and (b) to elect, by written notice delivered to the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt of notice of the Asserted Liability, to defend, compromise or settle such action, with counsel reasonably satisfactory to the Indemnified Claiming Party; provided, it being agreed by however, that the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel to represent the Seller. The Indemnified Party shall cooperate with respect to any such participation, defense, settlement or compromise. The Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of the Indemnified Party’s counsel shall be at the sole expense of the Indemnified Party. The Indemnifying Party shall not settle or compromise any action or consent to the entry of a judgment without the written consent of the Indemnified Party (which shall not be unreasonably withheld) that: (x) does not provide for the claimant to give an unconditional release to the Indemnified Party in respect of the Asserted Liability; (y) involves relief other than monetary damages; or (z) places restrictions or conditions on the operation of the business of the Indemnified Party or any of its Affiliates. The Indemnifying Party shall not be entitled to assume the defense of any Third Party Claims (and, subject to the limitations contained herein, shall be liable for the reasonable fees and expenses of counsel incurred by the other party in defending such Third Party Claim): (i) if the Third Party Claim seeks an order, injunction or other equitable relief against the Claiming Party that cannot be separated from any settlement related claim for money damages; (ii) in the case of a Third Party Claim against any claim or action effected without its written consent. After payment Buyer Indemnitee, (x) if the assumption of any Asserted Liability the defense by the Indemnifying PartyParty could cause any Buyer Indemnitee to lose coverage under the R&W Policy or (y) if a Buyer Indemnitee or any insurer under the R&W Policy is required to assume the defense of such Third Party Claim pursuant to the R&W Policy; or (iii) if in the event the Third Party Claim were to be unfavorably decided, the Indemnified Party, if requested by Claiming Party would be reasonably likely to be liable for Losses in excess of the amounts reasonably expected to be received from the Indemnifying Party, shall assign to the Indemnifying Party all rights the Indemnified Party may have against any applicable account debtor or other responsible Person in respect of the Asserted Liability. If the Indemnifying Party chooses is permitted to defend any Asserted Liabilityand has assumed such defense as provided in this Section 9.8(c), the Indemnified Party shall make available to then the Indemnifying Party will not be liable for any books, records legal expenses subsequently incurred by any Claiming Party or other documents within its control that are necessary or appropriate for such defense; provided, that such distribution Indemnitee in connection with the defense of such books, records or other documents would Third Party Claim. If the Indemnifying Party does not breach privilege, confidentiality or other advisory protection.assume the 60

Opportunity to Defend Third Party Claims. If In the event of any action indemnifiable under this Article 7 is brought claim by a third party against any Parent Indemnitee or Stockholder Indemnitee for which indemnification is or may be available under this Article 6 (whether pursuant to a lawsuit, other legal action or otherwise, a “Third Party Claim”), the party against whom indemnification may be sought hereunder (the “Indemnifying Party”) shall be entitled and, if it so elects, shall at its own cost and expense, (i) take control of the defense and investigation of such Third Party Claim and (ii) pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including to employ and engage attorneys of its own choice reasonably acceptable to the party seeking indemnification hereunder (the “Indemnified Party”) to handle and defend such Third Party Claim, and the Indemnifying Party shall be entitled: entitled (a) to participate in such action and (b) to electbut not obligated), by written notice delivered to the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt of notice of the Asserted Liabilityif it so elects, to defend, compromise or settle such actionclaim, with counsel reasonably satisfactory to the Indemnified Party, it being agreed by the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel to represent the Seller. The Indemnified Party shall cooperate with respect to any such participation, defense, which compromise or settlement or compromise. The Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of the Indemnified Party’s counsel shall be at the sole expense of the Indemnified Party. The Indemnifying Party shall not settle or compromise any action or consent to the entry of a judgment without made only with the written consent of the Indemnified Party (which shall Party, such consent not to be unreasonably withheld) that: (x) does not provide for , conditioned or delayed. In the claimant event the Indemnifying Party elects to give an unconditional release to assume control of the defense and investigation of such Third Party Claim in accordance with this Section 6.6(c), the Indemnified Party may, at its own cost and expense, participate in respect the investigation, trial and defense of the Asserted Liability; (y) involves relief other than monetary damages; or (z) places restrictions or conditions on the operation of the business of the Indemnified such Third Party or any of its Affiliates. The Indemnifying Party shall not be liable for any settlement of any claim or action effected without its written consent. After payment of any Asserted Liability by the Indemnifying Party, the Indemnified Party, if requested by the Indemnifying Party, shall assign to the Indemnifying Party all rights the Indemnified Party may have against any applicable account debtor or other responsible Person in respect of the Asserted LiabilityClaim. If the Indemnifying Party chooses fails to defend assume the defense of such Third Party Claim in accordance with this Section 6.6(c) within fourteen (14) days after delivery of the Claim Notice in connection with such Third Party Claim, the Indemnified Party against which such Third Party Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise and settlement of such Third Party Claim, and the Indemnifying Party shall be liable for any Asserted Liabilityresulting settlement of such Third Party Claim and for any final judgment with respect thereto (subject to any right of appeal), if any, but only to the extent otherwise provided in this Agreement (including Sections 6.4 and 6.5 hereof). In the event the Indemnifying Party assumes the defense of the claim, the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of any such defense, compromise or settlement, and in the event the Indemnified Party assumes the defense of the claim, the Indemnified Party shall make available to keep the Indemnifying Party reasonably informed of the progress of any books, records or other documents within its control that are necessary or appropriate for such defense; provided, that such distribution of such books, records compromise or other documents would not breach privilege, confidentiality or other advisory protectionsettlement.

Opportunity to Defend Third Party Claims. If In the event of any action indemnifiable under this Article 7 is brought claim by a third party against a Buyer Indemnitee or Seller Indemnitee for which indemnification is available hereunder (a "Third Party Claim"), the Buyer Indemnitee or the Seller Indemnitee, as applicable ("Indemnitee"), shall give written notice thereof (a "Claims Notice") to the Company and Company Principal Shareholders, if indemnification is sought against the Parent, or the Parent, if indemnification is sought against the Company and/or the Company Shareholders (each an "Indemnifying Party"). A Claims Notice must describe the Third Party Claim in reasonable detail, and indicate the amount of the Loss claimed by the third party. No delay in or failure to give notice of a Third Party Claim will adversely affect any Indemnified of the other rights or remedies of an Indemnitee under this Agreement, or alter or relieve the Indemnifying Party of its obligation to indemnify the applicable Indemnitee except to the extent that the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party has the right, exercisable by written notice to the Indemnitee, within sixty (60) days of receipt of a Claims Notice from the Indemnitee, to assume and conduct the defense of such claim with counsel selected by the Indemnifying Party. If the Indemnifying Party has assumed such defense as provided in this Section 8.6(a)(i), the Indemnifying Party shall will not be entitled: liable for any legal expenses subsequently incurred by any Indemnitee in connection with the defense of such Claim. If the Indemnifying Party does not assume the defense of any third party claim in accordance with this Section 8.6(a)(i), the Indemnitee may continue to defend such claim at the sole cost of the Indemnifying Party (a) to participate in such action and (b) to elect, by written notice delivered subject to the Indemnified limitations set forth in this Article VIII) and the Indemnifying Party within thirty (30) days after may still participate in, but not control, the defense of such third party claim at the Indemnifying Party’s receipt 's sole cost and expense. The Indemnitee will not consent to a settlement of, or the entry of notice any judgment arising from, any such claim, without the prior written consent of the Asserted LiabilityIndemnifying Party (such consent not to be unreasonably withheld or delayed). Except with the prior written consent of the Indemnitee (such consent not to be unreasonably withheld or delayed), to defend, compromise or settle such action, with counsel reasonably satisfactory to the Indemnified no Indemnifying Party, it being agreed by in the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel to represent the Seller. The Indemnified Party shall cooperate with respect to defense of any such participationclaim, defense, settlement or compromise. The Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of the Indemnified Party’s counsel shall be at the sole expense of the Indemnified Party. The Indemnifying Party shall not settle or compromise any action or will consent to the entry of a any judgment without or enter into any settlement that (i) provides for injunctive or other nonmonetary relief affecting the written consent of the Indemnified Party Indemnitee or (which shall not be unreasonably withheld) that: (xii) does not provide include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnitee of a release from all liability with respect to such claim or litigation. In any such Third Party Claim, the party responsible for the claimant to give an unconditional release defense of such claim (the "Responsible Party") shall, to the Indemnified Party in respect of the Asserted Liability; (y) involves relief other than monetary damages; or (z) places restrictions or conditions on the operation of the business of the Indemnified Party or any of its Affiliates. The Indemnifying Party shall not be liable for any settlement of any claim or action effected without its written consent. After payment of any Asserted Liability by the Indemnifying Party, the Indemnified Party, if extent reasonably requested by the Indemnifying Partyother party, shall assign keep such other party informed as to the Indemnifying Party status of such claim, including all rights the Indemnified Party may have against any applicable account debtor or other responsible Person in respect of the Asserted Liabilitysettlement negotiations and offers. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnified Each Party shall use all reasonable efforts to make available to the Indemnifying Responsible Party any books, and its representatives all books and records or other documents within its control that are necessary or appropriate for such defense; provided, that such distribution of such books, records or other documents would not breach privilege, confidentiality or other advisory protectionParty and the Business relating to such third party claim and shall cooperate with the Responsible Party in the defense of the third party claim.

Opportunity to Defend Third Party Claims. If In the event of any action indemnifiable under this Article 7 is brought claim by a third party against any Indemnified Partya Company Indemnitee or Stockholder Indemnitee for which indemnification is available hereunder, the party obligated to provide indemnification, as applicable (each, an “Indemnifying Party shall be entitled: (a) to participate in such action and (b) to electParty”), has the right, exercisable by written notice delivered to the Indemnified Party Company or the Stockholder Representative, as applicable, within thirty (30) days after of receipt of a Notice from the Company or the Stockholder Representative, as applicable, to assume and conduct the defense of such claim with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall have acknowledged in writing to the Indemnitee its obligation to indemnify such Indemnitee as provided hereunder with respect to such claim to the extent required hereunder. If the Indemnifying Party has assumed such defense as provided in this Section 6.6(c), the Indemnifying Party will not, except as expressly permitted in this Section 6.6(c), be liable for any legal expenses subsequently incurred by any Indemnitee in connection with the defense of such claim. In the event that the Indemnifying Party elects to assume the defense of a third party claim as contemplated herein, the Indemnitee shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose at its sole expense; provided, however, that the Indemnifying Party shall pay the fees and expenses of such separate counsel if the employment of separate counsel shall have been authorized in writing by the Indemnifying Party in connection with defending such claim or the Indemnitee shall have been advised by counsel that there is a conflict of interest that would make it inappropriate under applicable standards of professional conduct to have common counsel, but only to the extent of such conflict of interest; provided, further, that the Indemnifying Party shall not, in connection with any such third party claim or separate but substantially similar third party claims arising out of the same general allegations, be required to pay the fees and disbursements of more than one separate firm of attorneys at any time for all Indemnitees in any jurisdiction. If the Indemnifying Party does not assume the defense of any third party claim in accordance with this Section 6.6(c), the Indemnitee may continue to defend such claim at the sole cost and expense of the Indemnifying Party (subject to the limitations set forth in this Article VI) and the Indemnifying Party may still participate in, but not control, the defense of such third party claim at the Indemnifying Party’s receipt sole cost and expense. The Indemnitee will not consent to a settlement of, or the entry of notice any judgment arising from, any such claim, without the prior written consent of the Asserted LiabilityIndemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed). Except with the prior written consent of the Indemnitee (such consent not to defendbe unreasonably withheld, compromise conditioned or settle delayed), no Indemnifying Party, in the defense of any such actionclaim, with counsel reasonably satisfactory will consent to the Indemnified Party, it being agreed entry of any judgment or enter into any settlement that (a) provides for injunctive or other nonmonetary relief affecting the Indemnitee or (b) does not include as an unconditional term thereof the giving by the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel each claimant or plaintiff to represent the Seller. The Indemnified Party shall cooperate such Indemnitee of a release from all liability with respect to such claim. In any such participationthird party claim, defensethe party responsible for the defense of such claim hereunder shall, to the extent reasonably requested by the other applicable parties, keep such other applicable parties informed as to the status of such claim, including all settlement or compromisenegotiations and offers. The Indemnified Notwithstanding anything in this Section 6.6(c) to the contrary, no Indemnifying Party shall have the right to employ defend any such claim (but may participate, at its own counsel expense, in any such case, but the fees and expenses of the Indemnified Party’s counsel shall be at the sole expense of the Indemnified Party. The Indemnifying Party shall not settle or compromise any action or consent to the entry of a judgment without the written consent of the Indemnified Party (which shall not be unreasonably withheld) that: (x) does not provide for the claimant to give an unconditional release to the Indemnified Party in respect of the Asserted Liability; (y) involves relief other than monetary damages; or (z) places restrictions or conditions on the operation of the business of the Indemnified Party or any of its Affiliates. The Indemnifying Party shall not be liable for any settlement of any claim or action effected without its written consent. After payment of any Asserted Liability by the Indemnifying Party, the Indemnified Party, if requested by the Indemnifying Party, shall assign to the Indemnifying Party all rights the Indemnified Party may have against any applicable account debtor or other responsible Person in respect of the Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense; provided, that such distribution defense of such books, records or other documents would not breach privilege, confidentiality or other advisory protectionclaim) if such claim.

Opportunity to Defend Third Party Claims. If In the event of any action indemnifiable under this Article 7 is brought claim by a third party against any Indemnified PartyPurchaser Indemnitee or Seller Indemnitee for which indemnification or reimbursement is or may be available under this Article VII (whether pursuant to a lawsuit, other legal action or otherwise, a “Third Party Claim”), the Indemnifying Party shall be entitled: entitled and, if it so elects, shall be obligated at its own cost and expense, (ai) to participate in take control of the defense and investigation of such action Third Party Claim and (bii) to electpursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, by written notice delivered including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnified Party within thirty (30) days after to handle and defend such Third Party Claim, and the Indemnifying Party’s receipt of notice of the Asserted LiabilityParty shall be entitled (but not obligated), if it so elects, to defend, compromise or settle such actionclaim, with counsel reasonably satisfactory to the Indemnified Party, it being agreed by the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel to represent the Seller. The Indemnified Party shall cooperate with respect to any such participation, defense, which compromise or settlement or compromise. The Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of the Indemnified Party’s counsel shall be at the sole expense of the Indemnified Party. The Indemnifying Party shall not settle or compromise any action or consent to the entry of a judgment without made only with the written consent of the Indemnified Party (which Party, such consent not to be unreasonably withheld or delayed, except that such written consent shall not be unreasonably withheld) that: required if (x) does not provide for the claimant to give such settlement or compromise includes an unconditional release to of the Indemnified Party in respect from all liability arising out of the Asserted Liability; such claim, (y) involves relief other than monetary damages; such settlement or (z) places restrictions compromise does not contain any equitable order, judgment or conditions on term which in any manner encumbers the operation assets of any Indemnified Party or affects, restrains or interferes with the business of the Indemnified Party or any of its Affiliates. The and (z) the Indemnifying Party shall not has agreement to pay all amounts due pursuant to the settlement or judgment concurrently with the effectiveness of the settlement or judgment. In the event the Indemnifying Party elects to assume control of the defense and investigation of such Third Party Claim in accordance with this Section 7.7(b), the Indemnified Party may, at its own cost and expense, participate in the investigation, trial and defense of such Third Party Claim; provided that if the named Persons to a lawsuit or other legal action include both the Indemnifying Party and the Indemnified Party and the Indemnified Party has been advised by counsel that there may be liable for any settlement of any claim one or action effected without its written consent. After payment of any Asserted Liability by more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, the Indemnified PartyParty shall be entitled, if requested by at the Indemnifying Party’s cost, shall assign risk and expense, to retain one firm of separate counsel of its own choosing (along with any required local counsel). In the event the Indemnifying Party all rights assumes the defense of the claim, the Indemnifying Party shall keep the Indemnified Party may have against any applicable account debtor or other responsible Person in respect reasonably informed of the Asserted Liability. If progress of any such defense, compromise or settlement, and in the Indemnifying event the Indemnified Party chooses to defend any Asserted Liabilityassumes the defense of the claim, the Indemnified Party shall make available to keep the Indemnifying Party reasonably informed of the progress of any books, records or other documents within its control that are necessary or appropriate for such defense; provided, that such distribution of such books, records compromise or other documents would not breach privilege, confidentiality or other advisory protectionsettlement.

Opportunity to Defend Third Party Claims. If Subject to Section 9.2, in the event of any action indemnifiable under this Article 7 is brought claim by a third party against any Indemnified a Buyer Indemnitee or Seller Indemnitee for which indemnification is available hereunder, Buyer or the Seller Representative from which indemnification is sought, as applicable (each an “Indemnifying Party”), has the right, exercisable by written notice to Buyer or the Seller Representative, as applicable, within sixty (60) days of receipt of a Notice from Buyer or the Seller Representative, as applicable, to assume and conduct the defense of such claim with counsel selected by the Indemnifying Party (subject to the approval of the indemnified party, not to be unreasonably withheld, conditioned or delayed), at the Indemnifying Party’s sole cost and expense; provided, however, that prior to assuming such control of such third party claim, the Indemnifying Party shall be entitled: (a) acknowledges in writing that it is obligated to participate in such action and (b) to elect, by written notice delivered to indemnify the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt of notice of the Asserted Liability, to defend, compromise or settle such action, with counsel reasonably satisfactory to the Indemnified Party, it being agreed by the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel to represent the Seller. The Indemnified Party shall cooperate Indemnitee with respect to any such participation, defense, settlement or compromise. The Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of the Indemnified Party’s counsel shall be at the sole expense of the Indemnified Party. The Indemnifying Party shall not settle or compromise any action or consent third party claim to the entry of a judgment without the written consent of the Indemnified Party extent provided for in this Article VIII (which provided that such acknowledgment shall not be unreasonably withheld) that: (x) does not provide for the claimant to give an unconditional release admission to the Indemnified plaintiff in the Action to the claims alleged in the third party claim or liability therefor). If the Indemnifying Party has assumed such defense as provided in respect of this Section 8.7(c), then the Asserted Liability; (y) involves relief other than monetary damages; or (z) places restrictions or conditions on the operation of the business of the Indemnified Party or any of its Affiliates. The Indemnifying Party shall not be liable for any settlement legal expenses subsequently incurred by any Indemnitee in connection with the defense of any claim or action effected without its written consent. After payment such Claim, unless representation of any Asserted Liability both parties by the same counsel would represent a conflict of interest for such counsel under applicable standards of professional conduct for attorneys, in which case the Indemnifying Party shall pay the reasonable fees and expenses of such counsel (the selection of such counsel to be not unreasonably objected to by the Indemnifying Party, the Indemnified Party, if requested by the Indemnifying Party, ); provided that in no event shall assign to the Indemnifying Party all rights be liable for the Indemnified Party may have against any applicable account debtor or other responsible Person reasonable fees and expenses of more than one separate firm of attorneys (in respect of the Asserted Liabilityaddition to local counsel in each relevant jurisdiction). If the Indemnifying Party chooses elects not to assume the defense of any third party claim in accordance with this Section 8.7(c), then the Indemnitee may continue to defend such claim in any Asserted Liability, manner it may reasonably deem appropriate at the Indemnified Party shall make available to sole cost of the Indemnifying Party (subject to the limitations set forth in this Article VIII) and the Indemnifying Party may still participate in, but not control, the defense of such third party claim at the Indemnifying Party’s sole cost and expense; provided that the Indemnitee shall not consent to a settlement of, or the entry of any booksjudgment arising from, any such claim, without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed). Except with the prior written consent of the Indemnitee (such consent not to be unreasonably withheld, conditioned or delayed), no Indemnifying Party, in the defense of any such claim, shall consent to the entry of any judgment or enter into any settlement that (i) provides for injunctive or other nonmonetary relief affecting the Indemnitee; (ii) does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnitee of a release from all liability or obligation with respect to such claim or litigation; (iii) does not involve only the payment of money damages against which the Indemnitee is indemnified in full by the Indemnifying Party; or (iv) involves finding an admission of any violation of applicable Law or other wrongdoing by the Indemnitees. If the Indemnifying Party elects to assume the defense of a third party claim, the Indemnitee shall, at the Indemnifying Party’s sole cost and expense, cooperate in all reasonable respects with the Indemnifying Party and its attorneys in such defense. In any such third party claim, the party responsible for the defense of such claim (the “Responsible Party”) shall, to the extent reasonably requested by the other Party, keep such other Party informed as to the status of such claim, including all settlement negotiations and offers. Each Party shall (A) reasonably cooperate with the other Parties by providing records and information on a timely basis that are reasonably relevant to any third party claim, and (B) in good faith regularly consult with counsel for the other parties and include such counsel in relevant conferences and proceedings to the extent requested by such counsel; provided that neither Party shall be required to provide records or information or include the other documents within Party in conferences and proceedings where such provision or inclusion would reasonably be likely to: (1) contravene any applicable Laws, fiduciary duty or Contract entered into prior to such time (including any confidentiality agreement to which such party or any of its control that are necessary Affiliates is a party) or appropriate for such defense(2) result in the loss of any attorney work-product protections, attorney-client privileges or similar protections and privileges; provided, further, that the Parties shall work together in good faith to mitigate such distribution restrictions to allow such information to be provided to the other Party or its representatives without causing any of such books, records or other documents would not breach privilege, confidentiality or other advisory protectionthe consequences of the described events.

Opportunity to Defend Third Party Claims. If any action indemnifiable under this Article 7 Indemnified Party receives notice of the assertion by any Person (other than the other Party) of any Claim or the commencement of any litigation, alternate dispute resolution, investigation or other proceeding that is brought by a third party against any Indemnified Partysubject to indemnification hereunder, the Indemnifying Party shall be entitled: (a) has the right to participate in such action and (b) to elect, by written notice delivered to the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt of notice of the Asserted Liability, to defend, compromise or settle such action, defend that Claim with counsel of its choice reasonably satisfactory to the Indemnified Party, it being agreed by but only if: (i) within twenty (20) days IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" 4858-7384-8369v5 2954978-000007 09/08/2022" "" 4858-7384-8369v5 2954978-000007 09/08/2022 following the Parties receipt of notice of the Claim, the Indemnifying Party notifies the Indemnified Party in writing that Xxxxxxxx & Xxxxx LLP is the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages the Indemnified Party may suffer resulting from, relating to, arising out of, or attributable to the Claim; (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable counsel to represent the Seller. The Indemnified Party shall cooperate that the Indemnifying Party will have the financial resources to defend against the Claim and pay, in cash, all Damages the Indemnified Party may suffer resulting from, relating to, arising out of, or attributable to the Claim; (iii) the Claim involves only money Damages and does not seek an injunction or other equitable relief; (iv) settlement of, or an adverse judgment with respect to any such participationto, defense, settlement or compromise. The Indemnified Party shall have the right to employ its own counsel Claim is not in any such case, but the fees and expenses good faith judgment of the Indemnified Party’s counsel shall be at Party likely to establish a precedential custom or practice materially adverse to the sole expense continuing business interests of the Indemnified Party. The Party or its Affiliates; (v) the Claim does not involve any Governmental Authority, and (vi) the Indemnifying Party shall continuously conducts the defense of the Claim actively and diligently. Otherwise, the Indemnified Party may defend and control the defense of such Claim at the Indemnifying Party’s expense; provided, the Indemnified Party will proceed diligently and in good faith with respect thereto. As long as the Indemnifying Party is conducting the defense of the Claim in accordance with this Section 22.5: (a) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Claim; (b) the Indemnified Party will not settle or compromise any action or consent to the entry of a judgment any Order with respect to the Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably); and (c) the Indemnifying Party will not consent to the entry of any Order with respect to the Claim without the prior written consent of the Indemnified Party (which shall not to be unreasonably withheld) that: (x) does not provide for the claimant to give an unconditional release to the Indemnified Party in respect of the Asserted Liability; (y) involves relief other than monetary damages; or (z) places restrictions or conditions on the operation of the business of the Indemnified Party or any of its Affiliates. The Indemnifying Party shall not be liable for any settlement of any claim or action effected without its written consent. After payment of any Asserted Liability by the Indemnifying Party, the Indemnified Party, if requested by the Indemnifying Party, shall assign to the Indemnifying Party all rights the Indemnified Party may have against any applicable account debtor or other responsible Person in respect of the Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defensewithheld unreasonably; provided, that such distribution it will not be deemed to be unreasonable for an Indemnified Party to withhold its consent with respect to any finding of such booksor admission (1) of any breach or violation of any Law, records Order or Permit, (2) of any violation of the rights of any Person, or (3) which the Indemnified Party believes could have a material impact on the Indemnified Party’s business or any other documents would not breach privilege, confidentiality actions to which the Indemnified Party is a party or other advisory protectionto which the Indemnified Party has a good faith belief it may become party).

Opportunity to Defend Third Party Claims. If Subject to Section 4.13(g), promptly after the assertion by any action indemnifiable under this Article 7 is brought by a third party of any claim (a “Third Party Claim”) against any Indemnified PartyIndemnitee that results or may result in the incurrence by such Indemnitee of any Loss for which such Indemnitee would be entitled to indemnification pursuant to this Agreement, such Indemnitee shall promptly (and, in any event, within five Business Days after receiving notice of such Third Party Claim) deliver a Claim Notice relating to such Third Party Claim to the Indemnifying Party shall be entitled: (a) to participate in such action and (b) to electIndemnitors. Indemnitor has the right, exercisable by written notice delivered to Buyer or Representative, as applicable, within 30 days of after receipt of the applicable Claim Notice, to assume, conduct and control the defense of such Third Party Claim at any time with counsel selected by the Indemnitor; provided, that (i) the Indemnitor must conduct the defense of the Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard, (ii) the Indemnitor shall have acknowledged in writing to the Indemnified Party within thirty Indemnitee its unqualified (30subject, if applicable, to the Deductible) days after obligation to indemnify the Indemnifying Party’s receipt of notice Indemnitee, (iii) no applicable limitation (other than, if applicable, the Deductible) would serve to limit the obligation of the Asserted LiabilityIndemnitor to indemnify the Indemnitee for any Losses which would be reasonably anticipated to result from such Third Party Claim were it successful and (iv) the Indemnitor can be reasonably anticipated to have the financial wherewithal (including as a result of any monies in the Escrow Fund) to indemnify the Indemnitee if the Third Party Claim is successful. If the Indemnitor has assumed such defense as provided in this Section 7.03(e), the Indemnitor will not be liable for any legal expenses subsequently incurred by any Indemnitee in connection with the defense of such Third Party Claim. If the Indemnitor does not assume the defense of any Third Party Claim in accordance with this Section 7.03(e), the Indemnitee may continue to defenddefend such Third Party Claim (and, compromise or settle such action, with counsel reasonably satisfactory subject to the Indemnified Partylimitations set forth in this ARTICLE VII, it being agreed by the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel to represent Indemnitor shall reimburse the SellerIndemnitee for the reasonable expenses of defending such claim upon submission of periodic bills) and the Indemnitor may still participate in, but not control, the defense of such Third Party Claim at the Indemnitor’s sole cost and expense. The Indemnified Party Indemnitee shall cooperate with respect not consent to a settlement of, or the entry of any judgment arising from, any such participationThird Party Claim, defense, settlement or compromise. The Indemnified Party shall have without the right to employ its own counsel in any such case, but the fees and expenses prior written consent of the Indemnified Party’s counsel shall Indemnitor (such consent not to be at unreasonably withheld or delayed). Except with the sole expense prior written consent of the Indemnified Party. The Indemnifying Indemnitee (such consent not to be unreasonably withheld or delayed), no Indemnitor, in the defense of any Third Party shall not settle or compromise any action or Claim, will consent to the entry of a any judgment without or enter into any settlement that (A) provides for injunctive or other nonmonetary relief affecting the written consent of the Indemnified Party Indemnitee or (which shall not be unreasonably withheld) that: (xB) does not provide include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnitee of a release from all liability with respect to such claim or litigation. In any such Third Party Claim, the party responsible for the claimant to give an unconditional release defense of such Third Party Claim (the “Responsible Party”) shall, to the Indemnified Party in respect of the Asserted Liability; (y) involves relief other than monetary damages; or (z) places restrictions or conditions on the operation of the business of the Indemnified Party or any of its Affiliates. The Indemnifying Party shall not be liable for any settlement of any claim or action effected without its written consent. After payment of any Asserted Liability by the Indemnifying Party, the Indemnified Party, if extent reasonably requested by the Indemnifying other party, keep such other party informed as to the status of such Third Party Claim, including, without limitation, all settlement negotiations and offers. With respect to a Third Party Claim for which the Representative is the Responsible Party, Buyer shall assign use its commercially reasonable efforts to the Indemnifying Party all rights the Indemnified Party may have against any applicable account debtor or other responsible Person in respect of the Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnified Party shall make available to Representative and its representatives all books and records of Buyer and the Indemnifying Surviving Corporation relating to such Third Party any books, records or other documents within its control that are necessary or appropriate for such defense; provided, that such distribution Claim and shall cooperate with Representative in the defense of such books, records or other documents would not breach privilege, confidentiality or other advisory protectionthe Third Party Claim.

Opportunity to Defend Third Party Claims. If Subject to Section 9.4, in the event of any action indemnifiable under this Article 7 is brought claim by a third party against any an Indemnified Party, the Indemnifying Party shall be entitled: (a) to participate in such action and (b) to electIndemnitor has the right, exercisable by written notice delivered to the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt of notice of the Asserted Liability, to defend, compromise or settle such action, with counsel reasonably satisfactory to the Indemnified Party, it being agreed within 60 days of receipt of a Loss Notice from the Indemnified Party, to assume and conduct the defense of such claim with counsel selected by the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel to represent Indemnitor. If the Seller. The Indemnified Party shall cooperate with respect to any Indemnitor has assumed such participation, defense, settlement or compromise. The the Indemnified Party shall have the right to employ its own counsel participate in the defense thereof, it being understood that the Indemnitor will not be liable for any legal expenses subsequently incurred by any Indemnified Party in connection with the defense of such caseclaim. However, but if, under applicable standards of professional conduct, a conflict with respect to any significant issue between any Indemnitor and any Indemnified Party exists in respect of such third party claim or there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnitor, the Indemnitor shall pay the reasonable fees and expenses of one counsel retained by such Indemnified Party. If the Indemnitor does not assume the defense of any third party claim in accordance with this Section 9.6(c), fails to properly notify the other party of its election to defend as provided in this Section 9.6(c)), or fails to diligently prosecute the defense of such third‑party claim, the Indemnified Party’s counsel shall be Party may continue to defend such claim at the sole cost and expense of the Indemnitor (subject to the limitations set forth in this ARTICLE IX) and the Indemnitor may still participate in, but not control, the defense of such third party claim at the Indemnitor’s sole cost and expense. In such case, the Indemnified Party. The Indemnifying Party shall will not settle or compromise any action or consent to the entry of a any judgment arising from any such claim without the prior written consent of the Buyer, in the event the Buyer is the Indemnitor, or the Seller, in the event the Seller Indemnifying Parties are the Indemnitor (such consent not to be unreasonably withheld, conditioned or delayed). Except with the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed), no Indemnitor, in the defense of any claim, will consent to the entry of any judgment that: (i) provides for injunctive or other nonmonetary relief affecting the Indemnified Party; or (ii) does not include as an unconditional term thereof the giving by each claimant or plaintiff, on the one hand, to such Indemnified Party, on the other hand, of a release from all liability with respect to such claim. The party responsible for the defense of such third party claim (the “Responsible Party”) shall, to the extent reasonably requested by the other party, keep such other party informed as to the status of such claim. With respect to a third party claim, Buyer and Seller shall make reasonably available to each other and their representatives all books and records relating to such third party claim and shall reasonably cooperate with each other in the defense of the third party claim. Notwithstanding anything else in this Agreement, any claims asserted by an Educational Agency or Governmental Authority for which indemnification may be available hereunder shall be controlled and managed jointly by the parties, with counsel reasonably acceptable to each of them. In connection with the management of any such claim, the parties shall enter into a joint defense agreement in customary form reasonably acceptable to each of them to protect privileged communications and confidential information. No such claim may be settled without the prior written consent of each of the Indemnified Parties and Indemnifying Party, which consents shall not be unreasonably withheld) that: (x) does not provide for the claimant to give an unconditional release to the Indemnified Party in respect of the Asserted Liability; (y) involves relief other than monetary damages; , conditioned or (z) places restrictions or conditions on the operation of the business of the Indemnified Party or any of its Affiliates. The Indemnifying Party shall not be liable for any settlement of any claim or action effected without its written consent. After payment of any Asserted Liability by the Indemnifying Party, the Indemnified Party, if requested by the Indemnifying Party, shall assign to the Indemnifying Party all rights the Indemnified Party may have against any applicable account debtor or other responsible Person in respect of the Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense; provided, that such distribution of such books, records or other documents would not breach privilege, confidentiality or other advisory protectiondelayed.

Opportunity to Defend Third Party Claims. If In the event of any action indemnifiable under this Article 7 is brought claim by a third party against any Indemnified a Buyer Indemnitee or Seller Indemnitee for which indemnification is available hereunder, the Buyer, if indemnification is sought against it, or the Seller, if indemnification is sought against it, (each an “Indemnifying Party”) has the right, exercisable by written notice to Buyer or the Seller, as applicable, within sixty (60) days of receipt of a Notice from Buyer or the Seller, as applicable, to assume and conduct the defense of such claim with counsel selected by the Indemnifying Party. If the Indemnifying Party has assumed such defense as provided in this Section 10.6(b), the Indemnifying Party shall will not be entitled: liable for any legal expenses subsequently incurred by any Indemnitee in connection with the defense of such Claim. If the Indemnifying Party does not assume the defense of any third party claim in accordance with this Section 10.6(b), the Indemnitee may continue to defend such claim at the sole cost of the Indemnifying Party (a) to participate in such action and (b) to elect, by written notice delivered subject to the Indemnified limitations set forth in this Article X) and the Indemnifying Party within thirty (30) days after may still participate in, but not control, the defense of such third party claim at the Indemnifying Party’s receipt sole cost and expense. The Indemnitee will not consent to a settlement of, or the entry of notice any judgment arising from, any such claim, without the prior written consent of the Asserted LiabilityIndemnifying Party (such consent not to be unreasonably withheld or delayed). Except with the prior written consent of the Indemnitee (such consent not to be unreasonably withheld or delayed), to defend, compromise or settle such action, with counsel reasonably satisfactory to the Indemnified no Indemnifying Party, it being agreed by in the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel to represent the Seller. The Indemnified Party shall cooperate with respect to defense of any such participationclaim, defense, settlement or compromise. The Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of the Indemnified Party’s counsel shall be at the sole expense of the Indemnified Party. The Indemnifying Party shall not settle or compromise any action or will consent to the entry of a any judgment without or enter into any settlement that (i) provides for injunctive or other nonmonetary relief affecting the written consent of the Indemnified Party Indemnitee or (which shall not be unreasonably withheld) that: (xii) does not provide include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnitee of a release from all liability with respect to such claim or litigation. In any such third party claim, the party responsible for the claimant to give an unconditional release defense of such claim (the “Responsible Party”) shall, to the Indemnified Party in respect of the Asserted Liability; (y) involves relief other than monetary damages; or (z) places restrictions or conditions on the operation of the business of the Indemnified Party or any of its Affiliates. The Indemnifying Party shall not be liable for any settlement of any claim or action effected without its written consent. After payment of any Asserted Liability by the Indemnifying Party, the Indemnified Party, if extent reasonably requested by the Indemnifying Partyother party, shall assign keep such other party informed as to the Indemnifying Party all rights the Indemnified Party may have against any applicable account debtor or other responsible Person in respect of the Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense; provided, that such distribution status of such booksclaim, records or other documents would not breach privilegeincluding, confidentiality or other advisory protectionwithout limitation, all settlement negotiations and offers.

Opportunity to Defend Third Party Claims. If In the event of any action indemnifiable under this Article 7 is brought claim by a third party against any Indemnified Partya Parent Indemnitee or Seller Indemnitee for which indemnification is available hereunder, the party obligated to provide indemnification, as applicable (each an “Indemnifying Party shall be entitled: (a) to participate in such action and (b) to electParty”), has the right, exercisable by written notice delivered to Parent or the Indemnified Party Securityholder Representative, as applicable, within thirty (30) days after of receipt of a Notice from Parent or the Securityholder Representative, as applicable, to assume and conduct the defense of such claim with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall have acknowledged in writing to the Indemnitee its obligation to indemnify such Indemnitee as provided hereunder with respect to such claim to the extent required hereunder. If the Indemnifying Party has assumed such defense as provided in this Section 8.6(c), the Indemnifying Party will not, except as expressly permitted in this Section 8.6(c), be liable for any legal expenses subsequently incurred by any Indemnitee in connection with the defense of such claim. In the event that the Indemnifying Party elects to assume the defense of a third party claim as contemplated herein, the Indemnitee shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose at its sole expense; provided, however, that the Indemnifying Party shall pay the fees and expenses of such separate counsel if the employment of separate counsel shall have been authorized in writing by the Indemnifying Party in connection with defending such claim or the Indemnitee shall have been advised by counsel that there is a conflict of interest that would make it inappropriate under applicable standards of professional conduct to have common counsel, but only to the extent of such conflict of interest; provided, further, that the Indemnifying Party shall not, in connection with any such third party claim or separate but substantially similar third party claims arising out of the same general allegations, be required to pay the fees and disbursements of more than one separate firm of attorneys at any time for all Indemnitees in any jurisdiction. If the Indemnifying Party does not assume the defense of any third party claim in accordance with this Section 8.6(c), the Indemnitee may continue to defend such claim at the sole cost and expense of the Indemnifying Party (subject to the limitations set forth in this Article VIII) and the Indemnifying Party may still participate in, but not control, the defense of such third party claim at the Indemnifying Party’s receipt sole cost and expense. The Indemnitee will not consent to a settlement of, or the entry of notice any judgment arising from, any such claim, without the prior written consent of the Asserted LiabilityIndemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed). Except with the prior written consent of the Indemnitee (such consent not to defendbe unreasonably withheld, compromise conditioned or settle delayed), no Indemnifying Party, in the defense of any such actionclaim, with counsel reasonably satisfactory will consent to the Indemnified Party, it being agreed entry of any judgment or enter into any settlement that (i) provides for injunctive or other nonmonetary relief affecting the Indemnitee or (ii) does not include as an unconditional term thereof the giving by the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel each claimant or plaintiff to represent the Seller. The Indemnified Party shall cooperate such Indemnitee of a release from all liability with respect to such claim. In any such participationthird party claim, defensethe party responsible for the defense of such claim hereunder shall, to the extent reasonably requested by the other applicable parties, keep such other applicable parties informed as to the status of such claim, including all settlement or compromisenegotiations and offers. The Indemnified Notwithstanding anything in this Section 8.6(c) to the contrary, no Indemnifying Party shall have the right to employ defend any such claim (but may participate, at its own counsel expense, in any such case, but the fees and expenses of the Indemnified Party’s counsel shall be at the sole expense of the Indemnified Party. The Indemnifying Party shall not settle or compromise any action or consent to the entry of a judgment without the written consent of the Indemnified Party (which shall not be unreasonably withheld) that: (x) does not provide for the claimant to give an unconditional release to the Indemnified Party in respect of the Asserted Liability; (y) involves relief other than monetary damages; or (z) places restrictions or conditions on the operation of the business of the Indemnified Party or any of its Affiliates. The Indemnifying Party shall not be liable for any settlement of any claim or action effected without its written consent. After payment of any Asserted Liability by the Indemnifying Party, the Indemnified Party, if requested by the Indemnifying Party, shall assign to the Indemnifying Party all rights the Indemnified Party may have against any applicable account debtor or other responsible Person in respect of the Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense; provided, that such distribution defense of such books, records or other documents would not breach privilege, confidentiality or other advisory protectionclaim) if such claim.

Opportunity to Defend Third Party Claims. If In the event of any action indemnifiable under this Article 7 is brought Third Party Claim by a third party against any Indemnified Partya Purchaser Indemnitee or a Seller Indemnitee for which indemnification is or may be available under this Article VI, the Indemnifying Party shall be entitled: entitled and, if it so elects shall at its own cost and expense, (ai) to participate in take control of the defense and investigation of such action Third Party Claim and (bii) pursue the defense thereof in good faith, including to elect, by written notice delivered employ and engage attorneys of its own choice reasonably acceptable to the Indemnified Party within thirty (30) days after to handle and defend such Third Party Claim, and the Indemnifying Party’s receipt of notice of the Asserted LiabilityParty shall be entitled (but not obligated), if it so elects, to defend, compromise or settle such actionclaim, with counsel reasonably satisfactory to the Indemnified Party, it being agreed by the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel to represent the Seller. The Indemnified Party shall cooperate with respect to any such participation, defense, which compromise or settlement or compromise. The Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of the Indemnified Party’s counsel shall be at the sole expense of the Indemnified Party. The Indemnifying Party shall not settle or compromise any action or consent to the entry of a judgment without made only with the written consent of the Indemnified Party (which shall Party, such consent not to be unreasonably withheld) that: withheld or delayed; provided, however that no such consent will be required if such settlement, compromise or consent (x) does not provide for the claimant to give includes an unconditional release to of the Indemnified Party in respect Parties and their officers, directors, employees and Affiliates from all Liability arising out of the Asserted Liability; such claim, (y) involves relief other than monetary damages; does not contain any admission or statement suggesting any wrongdoing or Liability on behalf of the Indemnified Parties and (z) places restrictions does not contain any equitable order, judgment or conditions on the operation of term that in any manner affects, restrains or interferes with the business of the Indemnified Party Parties or any of its their Affiliates. The In the event the Indemnifying Party shall not be liable for any settlement elects to assume control of any claim or action effected without its written consent. After payment the defense and investigation of any Asserted Liability by the Indemnifying Partysuch Third Party Claim in accordance with this Section 6.7(d), the Indemnified PartyParty may, if requested by at its own cost and expense, participate in the Indemnifying Partyinvestigation, shall assign to the Indemnifying trial and defense of such Third Party all rights the Indemnified Party may have against any applicable account debtor or other responsible Person in respect of the Asserted LiabilityClaim. If the Indemnifying Party chooses fails to defend assume the defense of such Third Party Claim in accordance with this Section 6.7(d) within twenty (20) days after delivery of the Claim Notice in connection with such Third Party Claim, the Indemnified Party against which such Third Party Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise and settlement of such Third Party Claim, and the Indemnifying Party shall be liable for any Asserted Liabilityresulting settlement of such Third Party Claim and for any final judgment with respect thereto (subject to any right of appeal), if any, but only to the extent otherwise provided in this Agreement. In the event the Indemnifying Party assumes the defense of the claim, the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of any such defense, compromise or settlement, and in the event the Indemnified Party assumes the defense of the claim, the Indemnified Party shall make available to keep the Indemnifying Party reasonably informed of the progress of any books, records or other documents within its control that are necessary or appropriate for such defense; provided, that such distribution of such books, records compromise or other documents would not breach privilege, confidentiality or other advisory protectionsettlement.

Opportunity to Defend Third Party Claims. If any action indemnifiable under this Article 7 is brought by a third party against any Indemnified Party, the Indemnifying Party shall be entitled, at its own expense: (a) to participate in such action and (b) to elect, by written upon notice delivered to the Indemnified Party within thirty made at any time during the course of any such claim, suit, action or proceeding, to assume the defense thereof and, in the event of a claim against Seller requiring Remedial Action, assume the management and control of such Remedial Action (30any actions taken in the course of such management and control shall be subject to the reasonable approval of Purchaser); provided, that (i) days after the Indemnifying Party’s receipt of notice of the Asserted Liability, to defend, compromise or settle such action, with counsel is reasonably satisfactory to the Indemnified Party, it being agreed by (ii) the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel Indemnifying Party shall keep the Indemnified Party informed, on a regular basis, of the status of such claim, suit, action or proceeding and (iii) the Indemnifying Party shall consult with the Indemnified Party upon the Indemnified Party’s reasonable request for such consultation from time to represent the Sellertime with respect to such claim, suit, action or proceeding. The Indemnified Party shall cooperate with respect to any such participation, defense, settlement or compromise. The Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of the Indemnified Party’s counsel shall be at the sole expense of the Indemnified Party unless: (i) the Indemnifying Party shall have authorized in writing employment of such counsel at the expense of the Indemnifying Party; (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to defend such action within thirty (30) days after the Indemnifying Party received notice of the Asserted Liability; (iii) the Indemnified Party shall have reasonably determined that the Indemnifying Party is not diligently pursuing such action or is not keeping the Indemnified Party reasonably informed of the status of such action; or (iv) the Indemnified Party shall have reasonably concluded that a conflict of interest exists between the Indemnified Party and the Indemnifying Party, in any of which events the fees and expenses of one additional counsel shall be borne by the Indemnifying Party. The Indemnifying Party shall not settle or compromise any action or consent to the entry of a judgment without the written consent of the Indemnified Party (which shall not be unreasonably withheld) that: (xa) does not provide for the claimant to give an unconditional release to the Indemnified Party in respect of the Asserted Liability; (yb) involves relief other than monetary damages; or (zc) places restrictions or conditions on the operation of the business of the Indemnified Party or any of its Affiliates. The Indemnifying Party shall not be liable for any settlement of any claim or action effected without its written consent. After payment of any Asserted Liability by the Indemnifying Party, the Indemnified Party, if requested by the Indemnifying Party, shall assign to the Indemnifying Party all rights the Indemnified Party may have against any applicable account debtor or other responsible Person in respect of the Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense; provided, that such distribution of such books, records or other documents would not breach privilege, confidentiality or other advisory protection.

Opportunity to Defend Third Party Claims. If In the event of any action indemnifiable under this Article 7 is brought claim by a third party against any Indemnified a CHC Indemnitee or SKS Indemnitee for which indemnification is available hereunder, the party from whom indemnification is being sought (the “Indemnifying Party”), has the right, exercisable by notice to CHC or the Shareholders’ Representative, as applicable, within 30 calendar days of receipt of a Notice from CHC or the Shareholders’ Representative, as applicable, to assume and conduct the defense of such claim with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee. If the Indemnifying Party has assumed such defense as provided in this Section 10.5(f), the Indemnifying Party shall will not be entitled: liable for any legal expenses subsequently incurred by any Indemnitee in connection with the defense of such claim. If the Indemnifying Party does not assume the defense of any third party claim in accordance with this Section 10.5(f), the Indemnitee may continue to defend such claim at the sole cost and expense of the Indemnifying Party (a) to participate in such action and (b) to elect, by written notice delivered subject to the Indemnified limitations set forth in this ARTICLE X) and the Indemnifying Party within thirty (30) days after may still participate in, but not control, the defense of such third party claim at the Indemnifying Party’s receipt sole cost and expense. The Indemnitee will not consent to a settlement of, or the entry of notice any judgment arising from, any such claim, without the prior written consent of the Asserted LiabilityIndemnifying Party (such consent not to be unreasonably withheld, to defenddelayed or conditioned). Except with the prior written consent of the Indemnitee, compromise or settle such action, with counsel reasonably satisfactory to the Indemnified no Indemnifying Party, it being agreed by in the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel to represent the Seller. The Indemnified Party shall cooperate with respect to defense of any such participationclaim, defense, settlement or compromise. The Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of the Indemnified Party’s counsel shall be at the sole expense of the Indemnified Party. The Indemnifying Party shall not settle or compromise any action or will consent to the entry of a any judgment without or enter into any settlement that (i) provides for injunctive or other nonmonetary relief affecting the written consent of the Indemnified Party Indemnitee or (which shall not be unreasonably withheld) that: (xii) does not provide include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnitee of a release from all liability with respect to such claim. The Party responsible for the claimant to give an unconditional release defense of such third party claim (the “Responsible Party”) shall, to the Indemnified Party in respect of the Asserted Liability; (y) involves relief other than monetary damages; or (z) places restrictions or conditions on the operation of the business of the Indemnified Party or any of its Affiliates. The Indemnifying Party shall not be liable for any settlement of any claim or action effected without its written consent. After payment of any Asserted Liability by the Indemnifying Party, the Indemnified Party, if extent reasonably requested by the Indemnifying other Party, shall assign keep such other Party informed as to the Indemnifying Party all rights the Indemnified Party may have against any applicable account debtor or other responsible Person in respect of the Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense; provided, that such distribution status of such books, records or other documents would not breach privilege, confidentiality or other advisory protectionclaim.

Opportunity to Defend Third Party Claims. If In the event of any action indemnifiable under this Article 7 is brought claim by a third party against any Buyer Indemnitee or Seller Indemnitee for which indemnification is available under this ARTICLE VII (whether pursuant to a lawsuit, other legal action or otherwise, a “Third Party Claim”), the party against whom indemnification or reimbursement, as applicable, may be sought hereunder (the “Indemnifying Party”) shall be entitled and, if it so elects, shall be obligated at its own cost and expense, (i) to take control of the defense and investigation of such Third Party Claim and (ii) to pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the party seeking indemnification or reimbursement, as applicable, hereunder (the “Indemnified Party”) to handle and defend such Third Party Claim, and the Indemnifying Party shall be entitled: entitled (a) to participate in such action and (b) to electbut not obligated), by written notice delivered to the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt of notice of the Asserted Liabilityif it so elects, to defend, compromise or settle such actionclaim, with counsel reasonably satisfactory to the Indemnified Party, it being agreed by the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel to represent the Seller. The Indemnified Party shall cooperate with respect to any such participation, defense, which compromise or settlement or compromise. The Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of the Indemnified Party’s counsel shall be at the sole expense of the Indemnified Party. The Indemnifying Party shall not settle or compromise any action or consent to the entry of a judgment without made only with the written consent of the Indemnified Party; such consent not to be unreasonably withheld or delayed; provided, however, if the Indemnifying Party (which controlling the defense of a Third Party Claim is Seller, the consent of the Indemnified Party shall not be unreasonably withheldnecessary in connection with any compromise or settlement of such Third Party Claim if (i) that: the sole relief provided is monetary damages that are paid in full by the Indemnifying Party concurrently with the effectiveness of the judgment or settlement with respect to such Third Party Claim, (xii) does such settlement or judgment will not provide for the claimant encumber any assets of any Indemnified Person and will not contain any restriction or condition or other injunctive relief that would apply to give an unconditional release to or adversely affect the Indemnified Party Person or its Affiliates or their respective assets or businesses, (iii) such settlement or judgment includes, as a condition to such settlement or other resolution, a complete and irrevocable release of the Indemnified Person and its Affiliates from all liabilities in respect of such Third Party Claim, (iv) includes no admission of wrongdoing by the Asserted Liability; Indemnified Person or any of its Affiliates and (yv) involves relief other than monetary damages; or (z) places restrictions or conditions on the operation of the business of the would not reasonably be expected to result in reputational harm to such Indemnified Party or any of its Affiliates. The In the event the Indemnifying Party shall not be liable for any settlement elects to assume control of any claim or action effected without its written consent. After payment the defense and investigation of any Asserted Liability by the Indemnifying Partysuch Third Party Claim in accordance with this Section 7.7(c), the Indemnified PartyParty may, if requested by at its own cost and expense, participate in the Indemnifying Partyinvestigation, shall assign to the Indemnifying trial and defense of such Third Party all rights the Indemnified Party may have against any applicable account debtor or other responsible Person in respect of the Asserted LiabilityClaim. If the Indemnifying Party chooses fails to defend assume the defense of such Third Party Claim in accordance with this Section 7.7(c) within fourteen (14) days after delivery of the Indemnity Claim Notice in connection with such Third Party Claim, the Indemnified Party against which such Third Party Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) (i) have the right to undertake the defense, compromise and settlement of such Third Party Claim and (ii) keep the Indemnifying Party reasonably informed of the progress of any Asserted Liabilitysuch defense, compromise or settlement, and the Indemnifying Party shall be liable for any resulting settlement of such Third Party Claim and for any final judgment with respect thereto (subject to any right of appeal), if any, but only to the extent otherwise provided in this Agreement (including Section 7.5 hereof). In the event the Indemnifying Party assumes the defense of the claim, the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of any such defense, compromise or settlement, and in the event the Indemnified Party assumes the defense of the claim, the Indemnified Party shall make available to keep the Indemnifying Party reasonably informed of the progress of any books, records or other documents within its control that are necessary or appropriate for such defense; provided, that such distribution compromise or settlement. In addition to the foregoing provisions of such booksthis Section 7.7(c), records or other documents would not breach privilege, confidentiality or other advisory protection.the provisions set forth under the heading Procedures in Schedule A shall apply with respect to the matter set forth under the heading Indemnified Claim on Schedule A.

Opportunity to Defend Third Party Claims. If In the event of any action indemnifiable under this Article 7 is brought claim by a third party against any Indemnified Partya CHC Indemnitee or SNL Indemnitee for which indemnification is available hereunder, the party from whom indemnification is being sought (the “Indemnifying Party shall be entitled: (a) Party”), has the right, exercisable by notice to participate in such action and (b) to electCHC or the Shareholders’ Representative, by written notice delivered to the Indemnified Party as applicable, within thirty (30) calendar days after of receipt of a Notice from CHC or the Shareholders’ Representative, as applicable, to assume and conduct the defense of such claim with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee. If the Indemnifying Party has assumed such defense as provided in this Section 10.5(f), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by any Indemnitee in connection with the defense of such claim. If the Indemnifying Party does not assume the defense of any third party claim in accordance with this Section 10.5(f), the Indemnitee may continue to defend such claim at the sole cost and expense of the Indemnifying Party (subject to the limitations set forth in this ARTICLE X) and the Indemnifying Party may still participate in, but not control, the defense of such third party claim at the Indemnifying Party’s receipt sole cost and expense. The Indemnitee will not consent to a settlement of, or the entry of notice any judgment arising from, any such claim, without the prior written consent of the Asserted LiabilityIndemnifying Party (such consent not to be unreasonably withheld, to defenddelayed or conditioned). Except with the prior written consent of the Indemnitee, compromise or settle such action, with counsel reasonably satisfactory to the Indemnified no Indemnifying Party, it being agreed by in the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel to represent the Seller. The Indemnified Party shall cooperate with respect to defense of any such participationclaim, defense, settlement or compromise. The Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of the Indemnified Party’s counsel shall be at the sole expense of the Indemnified Party. The Indemnifying Party shall not settle or compromise any action or will consent to the entry of a any judgment without or enter into any settlement that (i) provides for injunctive or other nonmonetary relief affecting the written consent of the Indemnified Party Indemnitee or (which shall not be unreasonably withheld) that: (xii) does not provide include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnitee of a release from all liability with respect to such claim. The Party responsible for the claimant to give an unconditional release defense of such third party claim (the “Responsible Party”) shall, to the Indemnified Party in respect of the Asserted Liability; (y) involves relief other than monetary damages; or (z) places restrictions or conditions on the operation of the business of the Indemnified Party or any of its Affiliates. The Indemnifying Party shall not be liable for any settlement of any claim or action effected without its written consent. After payment of any Asserted Liability by the Indemnifying Party, the Indemnified Party, if extent reasonably requested by the Indemnifying other Party, shall assign keep such other Party informed as to the Indemnifying Party all rights the Indemnified Party may have against any applicable account debtor or other responsible Person in respect of the Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense; provided, that such distribution status of such books, records or other documents would not breach privilege, confidentiality or other advisory protectionclaim.

Opportunity to Defend Third Party Claims. If In the event of any action indemnifiable under this Article 7 is brought claim by a third party against any Indemnified a Buyer Indemnitee or Seller Indemnitee for which indemnification is available hereunder, Buyer, if indemnification is sought against it, or Sellers, if indemnification is sought against it (each an “Indemnifying Party”), has the right, exercisable by written notice to Buyer or Sellers, as applicable, within 60 days of receipt of a Claims Notice from Buyer or Sellers, as applicable, to assume and conduct the defense of such claim with counsel selected by the Indemnifying Party. If the Indemnifying Party has assumed such defense as provided in this Section 11.6(b), the Indemnifying Party shall be entitled: (a) to participate in such action and (b) to elect, by written notice delivered to the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt of notice of the Asserted Liability, to defend, compromise or settle such action, with counsel reasonably satisfactory to the Indemnified Party, it being agreed by the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel to represent the Seller. The Indemnified Party shall cooperate with respect to any such participation, defense, settlement or compromise. The Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of the Indemnified Party’s counsel shall be at the sole expense of the Indemnified Party. The Indemnifying Party shall not settle or compromise any action or consent to the entry of a judgment without the written consent of the Indemnified Party (which shall not be unreasonably withheld) that: (x) does not provide for the claimant to give an unconditional release to the Indemnified Party in respect of the Asserted Liability; (y) involves relief other than monetary damages; or (z) places restrictions or conditions on the operation of the business of the Indemnified Party or any of its Affiliates. The Indemnifying Party shall will not be liable for any settlement legal expenses subsequently incurred by any Indemnitee in connection with the defense of any claim or action effected without its written consent. After payment of any Asserted Liability by the Indemnifying Party, the Indemnified Party, if requested by the Indemnifying Party, shall assign to the Indemnifying Party all rights the Indemnified Party may have against any applicable account debtor or other responsible Person in respect of the Asserted Liabilitysuch Claim. If the Indemnifying Party chooses does not assume the defense of any third party claim in accordance with this Section 11.6(b), the Indemnitee may continue to defend any Asserted Liabilitysuch claim at the sole cost of the Indemnifying Party (subject to the limitations set forth in this Article XI) and the Indemnifying Party may still participate in, but not control, the Indemnified Party defense of such third party claim at the Indemnifying Party’s sole cost and expense. No party will consent to a settlement of, or the entry of any judgment arising from, any such claim, without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed). In any such third party claim, the party responsible for the defense of such claim shall, to the extent reasonably requested by the other party, keep such other party informed as to the status of such claim, including all settlement negotiations and offers. With respect to a third party claim for which Sellers are responsible for the defense, Buyer shall use all reasonable efforts to make available to Sellers and their representatives all books and records of Buyer and the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for Business relating to such defense; provided, that such distribution third party claim and shall cooperate with Sellers in the defense of such books, records or other documents would not breach privilege, confidentiality or other advisory protectionthe third party claim.

Opportunity to Defend Third Party Claims. If In the event of any action indemnifiable under this Article 7 is brought claim by a third party against an Indemnified Party (whether pursuant to a lawsuit, other legal action or otherwise, a “Third Party Claim”), the party against whom indemnification or reimbursement, as applicable, may be sought hereunder (the “Indemnifying Party”, provided that Seller Representative shall be deemed the Indemnifying Party for the purposes of this Section 7.7(c) if indemnification or reimbursement is sought from any Seller) shall be entitled and, if it so elects, shall (subject to the terms hereof) be obligated at its own cost and expense, (i) to take control of the defense and investigation of such Third Party Claim and (ii) to pursue the defense thereof in good faith by appropriate Proceedings promptly taken or instituted and diligently pursued, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the Indemnified PartyParty to handle and defend such Third Party Claim, and the Indemnifying Party shall be entitled: entitled (a) to participate in such action and (b) to electbut not obligated), by written notice delivered to the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt of notice of the Asserted Liabilityif it so elects, to defend, compromise or settle such actionclaim, with counsel reasonably satisfactory to the Indemnified Party, it being agreed by the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel to represent the Seller. The Indemnified Party shall cooperate with respect to any such participation, defense, which compromise or settlement or compromise. The Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of the Indemnified Party’s counsel shall be at the sole expense of the Indemnified Party. The Indemnifying Party shall not settle or compromise any action or consent to the entry of a judgment without made only with the written consent of the Indemnified Party (which shall Party; such consent not to be unreasonably withheld) that: (x) does not provide for , conditioned or delayed. In the claimant event the Indemnifying Party elects to give an unconditional release to assume control of the defense and investigation of such Third Party Claim in accordance with this Section 7.7(c), the Indemnified Party may, at its own cost and expense, participate in respect the investigation, trial and defense of the Asserted Liability; (y) involves relief other than monetary damages; or (z) places restrictions or conditions on the operation of the business of the Indemnified such Third Party or any of its Affiliates. The Indemnifying Party shall not be liable for any settlement of any claim or action effected without its written consent. After payment of any Asserted Liability by the Indemnifying Party, the Indemnified Party, if requested by the Indemnifying Party, shall assign to the Indemnifying Party all rights the Indemnified Party may have against any applicable account debtor or other responsible Person in respect of the Asserted LiabilityClaim. If the Indemnifying Party chooses fails to defend assume the defense of such Third Party Claim in accordance with this Section 7.7(c) within fourteen (14) days after delivery of the Indemnity Claim Notice in connection with such Third Party Claim, the Indemnified Party against which such Third Party Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) (i) have the right to undertake the defense, compromise and settlement of such Third Party Claim and (ii) keep the Indemnifying Party reasonably informed of the progress of any Asserted Liabilitysuch defense, compromise or settlement, and the Indemnifying Party (or if the Indemnifying Party is Seller Representative, then Seller Parties, jointly and severally) shall be liable for any resulting settlement of such Third Party Claim and for any final judgment with respect thereto (subject to any right of appeal), if any, but only to the extent otherwise provided in this Agreement (including Sections 7.5 and 7.6 hereof). In the event the Indemnifying Party assumes the defense of the claim, the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of any such defense, compromise or settlement, and in the event the Indemnified Party assumes the defense of the claim, the Indemnified Party shall make available to keep the Indemnifying Party reasonably informed of the progress of any books, records or other documents within its control that are necessary or appropriate for such defense; provided, that such distribution of such books, records compromise or other documents would not breach privilege, confidentiality or other advisory protectionsettlement.

Opportunity to Defend Third Party Claims. If In the event of any action indemnifiable under this Article 7 is brought Claim by a third party against any Indemnified a Buyer Indemnitee or Seller Indemnitee for which indemnification is available hereunder, each of Buyer or Seller, as applicable (each an “Indemnifying Party”), has the right, exercisable by written notice to Buyer or Seller within 60 days of receipt of a Notice from Buyer or Seller, as applicable, to assume and conduct the defense of such Claim with counsel selected by the Indemnifying Party. If the Indemnifying Party has assumed such defense as provided in this Section 10.6(c), the Indemnifying Party shall will not be entitled: (a) to liable for any legal expenses subsequently incurred by any Indemnitee in connection with the defense of such Claim. If the Indemnifying Party does not assume the defense of any such Claim in accordance with this Section 10.6(c), the Indemnifying Party may still participate in in, but not control, the defense of such action and (b) to elect, by written notice delivered to the Indemnified Party within thirty (30) days after Claim at the Indemnifying Party’s receipt sole cost and expense. The Indemnitee will not consent to a settlement of, or the entry of notice any judgment arising from, any such Claim, without the prior written consent of the Asserted LiabilityIndemnifying Party (such consent not to be unreasonably withheld or delayed). Except with the prior written consent of the Indemnitee (such consent not to be unreasonably withheld or delayed), to defend, compromise or settle such action, with counsel reasonably satisfactory to the Indemnified no Indemnifying Party, it being agreed by in the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel to represent the Seller. The Indemnified Party shall cooperate with respect to defense of any such participationClaim, defense, settlement or compromise. The Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of the Indemnified Party’s counsel shall be at the sole expense of the Indemnified Party. The Indemnifying Party shall not settle or compromise any action or will consent to the entry of a any judgment without or enter into any settlement that (i) provides for injunctive or other nonmonetary relief affecting the written consent of the Indemnified Party Indemnitee or (which shall not be unreasonably withheld) that: (xii) does not provide include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnitee of a release from all liability with respect to such Claim. In any such Claim, the party responsible for the claimant to give an unconditional release defense of such Claim (the “Responsible Party”) shall, to the Indemnified Party in respect of the Asserted Liability; (y) involves relief other than monetary damages; or (z) places restrictions or conditions on the operation of the business of the Indemnified Party or any of its Affiliates. The Indemnifying Party shall not be liable for any settlement of any claim or action effected without its written consent. After payment of any Asserted Liability by the Indemnifying Party, the Indemnified Party, if extent reasonably requested by the Indemnifying other party, keep such other party informed as to the status of such Claim, including all settlement negotiations and offers. With respect to such a Claim for which Seller is the Responsible 38 Party, Buyer shall assign use all reasonable efforts to the Indemnifying Party all rights the Indemnified Party may have against any applicable account debtor or other responsible Person in respect of the Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnified Party shall make available to Seller and its representatives all books and records of Buyer and the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for Company relating to such defense; provided, that such distribution Claim and shall cooperate with Seller in the defense of such books, records or other documents would not breach privilege, confidentiality or other advisory protectionClaim.

Opportunity to Defend Third Party Claims. If In the event of any action indemnifiable under this Article 7 is brought claim by a third party against any Buyer Indemnitee or Seller Indemnitee for which indemnification is available under this Article VII (pursuant to Legal Proceeding or otherwise, a “Third Party Claim”), the party against whom indemnification or reimbursement, as applicable, may be sought hereunder (the “Indemnifying Party”) shall be entitled and, if it so elects, shall be obligated at its own cost and expense, (i) to take control of the defense and investigation of such Third Party Claim and (ii) to pursue the defense thereof in good faith by appropriate Legal Proceeding promptly taken or instituted and diligently pursued, including to employ and engage attorneys of its own choice reasonably acceptable to the party seeking indemnification or reimbursement, as applicable, hereunder (the “Indemnified Party”) to handle and defend such Third Party Claim, and the Indemnifying Party shall be entitled: entitled (a) to participate in such action and (b) to electbut not obligated), by written notice delivered to the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt of notice of the Asserted Liabilityif it so elects, to defend, compromise or settle such actionclaim, with counsel reasonably satisfactory to the Indemnified Party, it being agreed by the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel to represent the Seller. The Indemnified Party shall cooperate with respect to any such participation, defense, which compromise or settlement or compromise. The Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of the Indemnified Party’s counsel shall be at the sole expense of the Indemnified Party. The Indemnifying Party shall not settle or compromise any action or consent to the entry of a judgment without made only with the written consent of the Indemnified Party (which shall Party, such consent not to be unreasonably withheld) that: (x) does not provide for withheld or delayed; provided, however, that if the claimant to give an unconditional release to Indemnifying Party controlling the Indemnified defense of a Third Party in respect of Claim is Seller, the Asserted Liability; (y) involves relief other than monetary damages; or (z) places restrictions or conditions on the operation of the business consent of the Indemnified Party shall not be necessary in connection with any compromise or settlement of such Third Party Claim that solely involves the payment of monetary damages not exceeding an amount equal to the then remaining portion of the Cap minus the sum of all Damages claimed under then pending (but unresolved) Indemnity Claim Notices; provided further that in the case of a Third Party Claim against a Buyer Indemnitee, Buyer consent to compromise or settlement shall be required if such compromise or settlement could cause any Buyer Indemnitee to lose coverage under the Representation and Warranty Insurance Policy. In the event the Indemnifying Party elects to assume control of the defense and investigation of such Third Party Claim in accordance with this Section 7.7(c), the Indemnified Party may, at its Affiliatesown cost and expense, participate in the investigation, trial and defense of such Third Party Claim. The If the Indemnified Party does not permit the Indemnifying Party to assume control of the defense and investigation of any Third Party Claim that the Indemnifying Party has elected to defend, the Indemnified Party shall not have any claim for reimbursement or indemnification under this Article VII in respect of such Third Party Claim. If the Indemnifying Party fails to assume the defense of such Third Party Claim in accordance with this Section 7.7(c) within fourteen (14) days after delivery of the Indemnity Claim Notice in connection with such Third Party Claim, then the Indemnified Party against which such Third Party Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) (i) have the right to undertake the defense, compromise and settlement of such Third Party Claim and (ii) keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement, and the Indemnifying Party shall be liable for any resulting settlement of such Third Party Claim and for any final judgment with respect thereto (subject to any right of appeal), if any, but only to the extent otherwise provided in this Agreement (including Section 7.5 hereof). In the event the Indemnifying Party assumes the defense of the claim, the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of any such defense, compromise or settlement, and in the event the Indemnified Party assumes the defense of the claim, the Indemnified Party shall keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for any settlement the reasonable fees and expenses of any claim or action effected without its written consent. After payment of any Asserted Liability counsel incurred by the Indemnifying Party, the Indemnified Party, if requested by the Indemnifying Party, shall assign to the Indemnifying Party all rights the Indemnified Party may have against any applicable account debtor in defending such Third Party Claim) if (x) the Third Party Claim seeks an order, injunction or other responsible Person equitable relief or relief for other than money damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages, (y) in respect of the Asserted Liability. If event the Indemnifying Third Party chooses Claim were to defend any Asserted Liabilitybe unfavorably decided, the Indemnified Party shall make available would be reasonably likely to be liable for Damages in excess of amounts reasonably expected to be received from the Indemnifying Party or (z) in the case of a Third Party Claim against a Buyer Indemnitee (i) the assumption of the defense by the Indemnifying Party could cause any books, records Buyer Indemnitee to lose coverage under the Representation and Warranty Insurance Policy or other documents within its control that are necessary (ii) a Buyer Indemnitee or appropriate for such defense; provided, that such distribution any insurer under the Representation and Warranty Insurance Policy is required to assume the defense of such books, records or other documents would not breach privilege, confidentiality or other advisory protectionThird Party Claim pursuant to the Representation and Warranty Insurance Policy.

Opportunity to Defend Third Party Claims. If Subject to Section 11.3, in the event of any action indemnifiable under this Article 7 is brought claim by a third party against any Indemnified a Buyer Indemnitee or Seller Indemnitee for which indemnification is available hereunder, the Buyer or the Sellers Representative from which indemnification is sought, as applicable (each an “Indemnifying Party”), has the right, exercisable by written notice to the Buyer or the Sellers Representative (or the breaching Seller, as applicable) within 60 days of receipt of a Notice from the Buyer or the Sellers Representative, as applicable, to assume and conduct the defense of such claim with counsel selected by the Indemnifying Party provided that the Indemnifying Party provides assurance reasonably acceptable to the Indemnitee that such indemnification will be paid by the Indemnifying Party fully and promptly if required. In the case of the foregoing, counsel for the defense of such a Claim shall be entitled: selected by the Indemnifying Party (a) to participate in such action and (b) to elect, by written notice delivered subject to the Indemnified Party within thirty (30consent of the Indemnitee, which consent shall not be unreasonably withheld and it being understood that Xxxxx Day is acceptable counsel for any Seller Indemnifying Party) days after and the Indemnifying Party’s receipt of notice of the Asserted Liability, to defend, compromise or settle such action, with counsel reasonably satisfactory to the Indemnified Party, it being agreed by the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel to represent the Seller. The Indemnified Party shall cooperate with respect to any such participation, defense, settlement or compromise. The Indemnified Party shall have the right to employ control, at its own counsel in any sole cost and expense, the defense of the third party claim for so long as the Indemnifying Party is conducting a good faith and diligent defense of such casethird party claim. Notwithstanding the foregoing, but the fees and expenses Indemnifying Party shall not have the right to assume control of such defense if the third-party claim which the Indemnifying Party seeks to assume control (i) seeks injunctive or other nonmonetary relief as a principal component of its demand or relief, (ii) involves criminal or quasi-criminal allegations, (iii) involves a claim which, if adversely, determined, would be reasonably expected to establish a precedent, custom or practice materially adverse to the continuing business interests of the Indemnified Party’s counsel shall , or (iv) could reasonably be at anticipated in good faith to result in Losses that would exceed an amount that, when taken together with the sole expense outstanding aggregate pending amount of such claim, exceeds the potential liability of the Indemnified PartyIndemnifying Party for such claim or related claims. The If the Indemnifying Party is the Sellers Representative (on behalf of the Sellers), such Indemnifying Party will be entitled to defend and settle such claim using the Indemnity Escrow Amount, and the Sellers Representative and the Buyer shall jointly instruct the Escrow Agent to release funds held under the Escrow Agreement for this purpose from time to time in accordance with the provisions of this Agreement and the Escrow Agreement. If the Indemnifying Party is the Buyer, such Indemnifying Party shall not settle be entitled to defend such claim using the Indemnity Escrow Amount. If the Indemnifying Party has assumed such defense as provided in this Section 10.4(c), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by any Indemnitee in connection with the defense of such Claim. If the Indemnifying Party does not assume the defense of any third party claim in accordance with this Section 10.4(c), the Indemnitee may continue to defend such claim at the sole cost of the Indemnifying Party (subject to the limitations set forth in this Article X) and the Indemnifying Party may still participate in, but not control, the defense of such third party claim at the Indemnifying Party’s sole cost and expense. The Indemnitee will not consent to a settlement of, or compromise the entry of any action judgment arising from, any such claim, without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld or delayed). Except with the prior written consent of the Indemnitee (such consent not to be unreasonably withheld or delayed), no Indemnifying Party, in the defense of any such claim, will consent to the entry of a any judgment without or enter into any settlement that (i) provides for injunctive or other nonmonetary relief affecting the written consent of the Indemnified Party Indemnitee or (which shall not be unreasonably withheld) that: (xii) does not provide include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnitee of a release from all liability with respect to such claim or litigation. In any such third party claim, the party responsible for the claimant to give an unconditional release defense of such claim (the “Responsible Party”) shall, to the Indemnified Party in respect of the Asserted Liability; (y) involves relief other than monetary damages; or (z) places restrictions or conditions on the operation of the business of the Indemnified Party or any of its Affiliates. The Indemnifying Party shall not be liable for any settlement of any claim or action effected without its written consent. After payment of any Asserted Liability by the Indemnifying Party, the Indemnified Party, if extent reasonably requested by the Indemnifying Partyother party, shall assign keep such other party informed as to the Indemnifying Party status of such claim, including all rights settlement negotiations and offers. With respect to a third party claim for which the Indemnified Party may have against any applicable account debtor or other Sellers Representative is the party responsible Person in respect of for the Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liabilitydefense, the Indemnified Party Buyer shall use all reasonable efforts to make available to the Indemnifying Party any booksSellers Representative and its representatives all books and records of the Buyer, records or other documents within its control that are necessary or appropriate for the Company and the Subsidiary relating to such defense; provided, that such distribution third party claim and shall cooperate with the Sellers Representative in the defense of such books, records or other documents would not breach privilege, confidentiality or other advisory protectionthe third party claim.

Opportunity to Defend Third Party Claims. If In the event of any action indemnifiable under this Article 7 is brought claim by a third party against any Purchaser Indemnitee or Seller Indemnitee for which indemnification is or may be available under this Article VII (whether pursuant to a lawsuit, other legal action or otherwise, a “Third Party Claim”), the party against whom indemnification may be sought hereunder (the “Indemnifying Party”) shall be entitled and, if it so elects, shall at its own cost and expense, (i) take control of the defense and investigation of such Third Party Claim and (ii) pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including to employ and engage attorneys of its own choice reasonably acceptable to the party seeking indemnification hereunder (the “Indemnified Party”) to handle and defend such Third Party Claim, and the Indemnifying Party shall be entitled: entitled (a) to participate in such action and (b) to electbut not obligated), by written notice delivered to the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt of notice of the Asserted Liabilityif it so elects, to defend, compromise or settle such actionclaim, with counsel reasonably satisfactory to the Indemnified Party, it being agreed by the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel to represent the Seller. The Indemnified Party shall cooperate with respect to any such participation, defense, which compromise or settlement or compromise. The Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of the Indemnified Party’s counsel shall be at the sole expense of the Indemnified Party. The Indemnifying Party shall not settle or compromise any action or consent to the entry of a judgment without made only with the written consent of the Indemnified Party (which shall Party, such consent not to be unreasonably withheld) that: (x) does not provide for , conditioned or delayed. In the claimant event the Indemnifying Party elects to give an unconditional release to assume control of the defense and investigation of such Third Party Claim in accordance with this Section 7.6(c), the Indemnified Party may, at its own cost and expense, participate in respect the investigation, trial and defense of the Asserted Liability; (y) involves relief other than monetary damages; or (z) places restrictions or conditions on the operation of the business of the Indemnified such Third Party or any of its Affiliates. The Indemnifying Party shall not be liable for any settlement of any claim or action effected without its written consent. After payment of any Asserted Liability by the Indemnifying Party, the Indemnified Party, if requested by the Indemnifying Party, shall assign to the Indemnifying Party all rights the Indemnified Party may have against any applicable account debtor or other responsible Person in respect of the Asserted LiabilityClaim. If the Indemnifying Party chooses fails to defend assume the defense of such Third Party Claim in accordance with this Section 7.6(c) within fourteen (14) days after delivery of the Claim Notice in connection with such Third Party Claim, the Indemnified Party against which such Third Party Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise and settlement of such Third Party Claim, and the Indemnifying Party shall be liable for any Asserted Liabilityresulting settlement of such Third Party Claim and for any final judgment with respect thereto (subject to any right of appeal), if any, but only to the extent otherwise provided in this Agreement (including Sections 7.4 and 7.5 hereof). In the event the Indemnifying Party assumes the defense of the claim, the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of any such defense, compromise or settlement, and in the event the Indemnified Party assumes the defense of the claim, the Indemnified Party shall make available to keep the Indemnifying Party reasonably informed of the progress of any books, records or other documents within its control that are necessary or appropriate for such defense; provided, that such distribution of such books, records compromise or other documents would not breach privilege, confidentiality or other advisory protectionsettlement.

Opportunity to Defend Third Party Claims. If In the event of any action indemnifiable under this Article 7 is brought claim by a third party against any Buyer Indemnitee or Seller Indemnitee for which indemnification is available under this Article VII (whether pursuant to a lawsuit, other legal action or otherwise, a “Third Party Claim”), the party against whom indemnification may be sought hereunder (the “Indemnifying Party”) shall be entitled and, if it so elects, shall be obligated at its own cost, risk and expense, (i) to take control of the defense and investigation of such Third Party Claim and (ii) to pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the party seeking indemnification hereunder (the “Indemnified Party”) to handle and defend such Third Party Claim, and (b) the Indemnifying Party shall be entitled: entitled (a) to participate in such action and (b) to electbut not obligated), by written notice delivered to the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt of notice of the Asserted Liabilityif it so elects, to defend, compromise or settle such actionclaim, with counsel reasonably satisfactory to the Indemnified Party, it being agreed by the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel to represent the Seller. The Indemnified Party shall cooperate with respect to any such participation, defense, which compromise or settlement or compromise. The Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of the Indemnified Party’s counsel shall be at the sole expense of the Indemnified Party. The Indemnifying Party shall not settle or compromise any action or consent to the entry of a judgment without made only with the written consent of the Indemnified Party (which shall Party, such consent not to be unreasonably withheld) that: (x) does not provide for withheld or delayed; provided, however, that notwithstanding the claimant foregoing, with respect to give an unconditional release any Third Party Claim related to Taxes, the Indemnified Party in respect Stockholder Representative, on behalf of the Asserted Liability; (y) involves relief other than monetary damages; or (z) places restrictions or conditions on Equityholders, shall be entitled and, if the operation Stockholder Representative so elects, shall be obligated at its own cost, risk and expense to control the conduct and resolution of any Tax Contest solely with respect to any Taxes that would be subject to indemnification under Article VII, provided, that if any of the business issues raised in such Tax Contest could have a material impact on Taxes of the Surviving Corporation for a Tax period or portion thereof beginning on or after the Closing Date (a “Post-Closing Tax Period”), or that are not subject to indemnification under Article VII, then the Stockholder Representative shall afford the Buyer Indemnitees the opportunity to control jointly the conduct and resolution of the portion of such Tax Contest which could have a material impact on Taxes of the Surviving Corporation in any Post-Closing Tax Period or that are not subject to indemnification under Article VII; provided, further, that, if the Indemnifying Party controlling the defense of a Third Party claim is the Stockholder Representative, the consent of the Indemnified Party or any of its Affiliates. The Indemnifying Party shall not be liable necessary in connection with any compromise or settlement of such Third Party Claim that solely involves the payment of monetary damages not exceeding an amount equal to the then remaining portion of the Indemnity Escrow Amount minus the sum of all Damages claimed under then pending (but unresolved) Escrow Claims Notices and do not impact the Taxes or Tax positions of the Surviving Corporation for any settlement Post-Closing Tax Period. In the event the Indemnifying Party elects to assume control of any claim the defense and investigation of such Third Party Claim in accordance with this Section 7.7(c), the Indemnified Party may, at its own cost and expense, participate in the investigation, trial and defense of such Third Party Claim, provided that if the named Persons to a lawsuit or other legal action effected without its written consent. After payment of any Asserted Liability include both the Indemnifying Party and the Indemnified Party and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, the Indemnified PartyParty shall be entitled, if requested by at the Indemnifying Party’s cost, shall assign risk and expense, to the Indemnifying Party all rights the Indemnified Party may have against retain one firm of separate counsel of its own choosing (along with any applicable account debtor or other responsible Person in respect of the Asserted Liabilityrequired local counsel). If the Indemnifying Party chooses fails to defend assume the defense of such Third Party Claim in accordance with this Section 7.7(c) within 14 days after delivery of the Claim Notice in connection with such Third Party Claim, the Indemnified Party against which such Third Party Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise and settlement of such Third Party Claim, and the Indemnifying Party shall be liable for any Asserted Liabilityresulting settlement of such Third Party Claim and for any final judgment with respect thereto (subject to any right of appeal), if any, but only to the full extent otherwise provided in this Agreement. In the event the Indemnifying Party assumes the defense of the claim, the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of any such defense, compromise or settlement, and in the event the Indemnified Party assumes the defense of the claim, the Indemnified Party shall make available to keep the Indemnifying Party reasonably informed of the progress of any books, records or other documents within its control that are necessary or appropriate for such defense; provided, that such distribution of such books, records compromise or other documents would not breach privilege, confidentiality or other advisory protectionsettlement.

Opportunity to Defend Third Party Claims. If In the event of any action indemnifiable under this Article 7 is brought claim by a third party against any Buyer Indemnitee or Seller Indemnitee for which indemnification is available under this Article VIII (whether pursuant to a lawsuit, other legal action or otherwise, a "Third Party Claim"), the party against whom indemnification or reimbursement, as applicable, may be sought hereunder (the "Indemnifying Party") shall be entitled and, if it so elects, shall (subject to Section 8.7(d)) be obligated at its own cost and expense (which shall not be reimbursed to the Seller from the Indemnification Escrow Account if the Seller is the Indemnifying Party), (i) to take control of the defense and investigation of such Third Party Claim and (ii) to pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including, without limitation, to employ and engage attorneys of its own choice reasonably acceptable to the party seeking indemnification or reimbursement, as applicable, hereunder (the "Indemnified Party") to handle and defend such Third Party Claim, and the Indemnifying Party shall be entitled: entitled (a) to participate in such action and (b) to electbut not obligated), by written notice delivered to the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt of notice of the Asserted Liabilityif it so elects, to defend, compromise or settle such actionclaim, with counsel reasonably satisfactory to the Indemnified Party, it being agreed by the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel to represent the Seller. The Indemnified Party shall cooperate with respect to any such participation, defense, which compromise or settlement or compromise. The Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of the Indemnified Party’s counsel shall be at the sole expense of the Indemnified Party. The Indemnifying Party shall not settle or compromise any action or consent to the entry of a judgment without made only with the written consent of the Indemnified Party (which Party, such consent not to be unreasonably withheld or delayed; provided that such consent shall not be unreasonably withheld) that: (x) does not provide for the claimant to give an unconditional release to required if the Indemnified Party in respect is released from any further liability or obligation as a condition to such settlement; provided, however, if the Indemnifying Party controlling the defense of a Third Party claim is the Asserted Liability; (y) involves relief other than monetary damages; or (z) places restrictions or conditions on Seller, the operation of the business consent of the Indemnified Party or any of its Affiliates. The Indemnifying Party shall not be liable for necessary in connection with any compromise or settlement of any claim or action effected without its written consent. After such Third Party Claim that solely involves the payment of any Asserted Liability by the Indemnifying Party, the Indemnified Party, if requested by the Indemnifying Party, shall assign monetary damages not exceeding an amount equal to the Indemnifying Party all rights the Indemnified Party may have against any applicable account debtor or other responsible Person in respect then remaining portion of the Asserted Liability. If Indemnification Escrow Amount minus the Indemnifying Party chooses to defend any Asserted Liability, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense; provided, that such distribution sum of such books, records or other documents would not breach privilege, confidentiality or other advisory protection.all Damages claimed under then pending (but unresolved)

Opportunity to Defend Third Party Claims. If In the event of any action indemnifiable under this Article 7 is brought claim by a third party against the Buyer or any Indemnified PartySeller for which indemnification is available hereunder, the Indemnifying Party shall be entitled: (a) to participate in such action and (b) to electhas the right, exercisable by written notice delivered to the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt of notice of the Asserted Liability, to defend, compromise or settle such action, with counsel reasonably satisfactory to the Indemnified Party, it being agreed within 75 days of receipt of a Claims Notice from the Indemnified Party or within 45 days of receipt of any New Facts, to assume and conduct the defense of such claim with counsel selected by the Parties Indemnifying Party. Without limiting the foregoing, if the Indemnified Party has previously delivered a Claims Notice to the Indemnifying Party, and the Indemnifying Party is or was eligible to but has not elected or did not elect to assume control of the defense of such claim, then the Indemnified Party shall promptly (i) disclose in writing to the Indemnifying Party any material new or materially changed allegations or claims being asserted against the Indemnified Party in respect of such claim, and (ii) upon request of the Indemnifying Party, provide a written summary of the status of such claim to the Indemnifying Party (all of the information provided in clauses (i) and (ii) above, if such summary discloses a change that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel adverse to represent the SellerIndemnifying Party, the “New Facts”). No delay in or failure to give a notice of New Facts by the Indemnified Party to the Indemnifying Party shall adversely affect any of the other rights or remedies which the Indemnified Party has under this Agreement, or alter or relieve the Indemnifying Party of its obligations to indemnify the Indemnified Party, except to the extent that the Indemnifying Party is materially prejudiced by such delay or failure. If the Indemnifying Party has assumed such defense as provided in this Section 10.4(c), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense of such claim. If the Indemnifying Party does not assume the defense of any third party claim in accordance with this Section 10.4(c), the Indemnified Party may continue to defend such claim at the sole cost and expense of the Indemnifying Party (subject to the limitations set forth in this Article 10) and the Indemnifying Party may still participate in, but not control, the defense of such third party claim at the Indemnifying Party’s sole cost and expense. The Indemnified Party shall cooperate with respect to any such participation, defense, settlement or compromise. The Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of the Indemnified Party’s counsel shall be at the sole expense of the Indemnified Party. The Indemnifying Party shall will not settle or compromise any action or consent to a settlement of, or the entry of a any judgment arising from, any such claim, without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed). Except with the prior written consent of the Indemnified Party (which shall such consent not to be unreasonably withheld) that: (x) does not provide for , conditioned or delayed), no Indemnifying Party, in the claimant to give an unconditional release defense of any such claim, will consent to the Indemnified Party in respect entry of the Asserted Liability; any judgment or enter into any settlement that (yi) involves provides for injunctive or other nonmonetary relief other than monetary damages; or (z) places restrictions or conditions on the operation of the business of affecting the Indemnified Party or any (ii) does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of its Affiliatesa release from all liability with respect to such claim. The Indemnifying Party shall not be liable party responsible for any settlement the defense of any such third party claim or action effected without its written consent. After payment of any Asserted Liability (the “Responsible Party”) shall, to the extent reasonably requested by the Indemnifying other party, keep such other party informed as to the status of such claim. With respect to a third party claim for which the Sellers are the Responsible Party, the Indemnified Party, if requested by the Indemnifying Party, shall assign to the Indemnifying Party all rights the Indemnified Party may have against any applicable account debtor or other responsible Person in respect of the Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnified Party Buyer shall make available to the Indemnifying Party any booksSellers and its representatives all books and records of the Buyer and the Target Entities (other than Etratech Opco, records or other documents within its control that are necessary or appropriate for which is not under the Buyer’s control) relating to such defense; provided, that such distribution third party claim and shall cooperate with the Sellers in the defense of such books, records or other documents would not breach privilege, confidentiality or other advisory protection.the third party claim. SHARE AND ASSEX XXXXXXXX XXXXXXXXX

Opportunity to Defend Third Party Claims. If any action indemnifiable under this Article 7 is brought by a third party against any Indemnified Party, the Indemnifying Party shall be entitled: (a) to participate in such action and (b) to elect, by written notice delivered to the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt of notice of the Asserted Liability, to defend, compromise or settle such action, with counsel reasonably satisfactory to the Indemnified Party, it being agreed by the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel to represent the Seller. The Indemnified Party shall cooperate with respect to any such participation, defense, settlement compromise or compromisesettlement. The Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of the Indemnified Party’s counsel shall be at the sole expense of the Indemnified Party unless the Indemnifying Party shall have authorized in writing employment of such counsel at the expense of the Indemnifying Party. The Indemnifying Party shall not settle or compromise any action or consent to the entry of a judgment not, without the written consent of the Indemnified Party (which shall not be unreasonably withheld) that: (x) withheld or delayed), settle or compromise any action or consent to the entry of a judgment if such settlement, compromise or judgment does not provide for the claimant to give an unconditional release to the Indemnified Party in respect of the Asserted Liability; (y) involves relief other than monetary damages; or (z) places restrictions or conditions on the operation of the business of the Indemnified Party or any of its Affiliates. The Indemnifying Party shall not be liable for any settlement settlement, compromise or consent judgment of any claim or action effected without its written consentconsent (which shall not be unreasonably withheld or delayed). After payment of any Asserted Liability by the Indemnifying Party, the Indemnified Party, if requested by the Indemnifying Party, shall assign to the Indemnifying Party all rights the Indemnified Party may have against any applicable account debtor or other Person responsible Person in respect of the Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense; provided. If the Indemnifying Party shall not assume the defense of any claim, that action, suit or proceeding (whether by failure to commence defending in the 30 day period or otherwise), the Indemnified Party may defend against such distribution of claim, action, suit or proceeding in such booksmanner as it may deem appropriate, records or other documents would not breach privilege, confidentiality or other advisory protectionand the Indemnifying Party shall cooperate in such defense.

Opportunity to Defend Third Party Claims. If In the event of any action indemnifiable under this Article 7 is brought claim by a third party against any Indemnified a CHC Indemnitee or VNC Indemnitee for which indemnification is available hereunder, the party from whom indemnification is being sought (the “Indemnifying Party”), has the right, exercisable by notice to CHC or the Stockholders’ Representative, as applicable, within 30 calendar days of receipt of a Notice from CHC or the Stockholders’ Representative, as applicable, to assume and conduct the defense of such claim with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee. If the Indemnifying Party has assumed such defense as provided in this Section 7.5(f), the Indemnifying Party shall will not be entitled: liable for any legal expenses subsequently incurred by any Indemnitee in connection with the defense of such claim. If the Indemnifying Party does not assume the defense of any third party claim in accordance with this Section 7.5(f), the Indemnitee may continue to defend such claim at the sole cost and expense of the Indemnifying Party (a) to participate in such action and (b) to elect, by written notice delivered subject to the Indemnified limitations set forth in this ARTICLE VII) and the Indemnifying Party within thirty (30) days after may still participate in, but not control, the defense of such third party claim at the Indemnifying Party’s receipt sole cost and expense. The Indemnitee will not consent to a settlement of, or the entry of notice any judgment arising from, any such claim, without the prior written consent of the Asserted LiabilityIndemnifying Party (such consent not to be unreasonably withheld, to defenddelayed or conditioned). Except with the prior written consent of the Indemnitee, compromise or settle such action, with counsel reasonably satisfactory to the Indemnified no Indemnifying Party, it being agreed by in the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel to represent the Seller. The Indemnified Party shall cooperate with respect to defense of any such participationclaim, defense, settlement or compromise. The Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of the Indemnified Party’s counsel shall be at the sole expense of the Indemnified Party. The Indemnifying Party shall not settle or compromise any action or will consent to the entry of a any judgment without or enter into any settlement that (i) provides for injunctive or other nonmonetary relief affecting the written consent of the Indemnified Party Indemnitee or (which shall not be unreasonably withheld) that: (xii) does not provide include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnitee of a release from all liability with respect to such claim. The Party responsible for the claimant to give an unconditional release defense of such third party claim (the “Responsible Party”) shall, to the Indemnified Party in respect of the Asserted Liability; (y) involves relief other than monetary damages; or (z) places restrictions or conditions on the operation of the business of the Indemnified Party or any of its Affiliates. The Indemnifying Party shall not be liable for any settlement of any claim or action effected without its written consent. After payment of any Asserted Liability by the Indemnifying Party, the Indemnified Party, if extent reasonably requested by the Indemnifying other Party, shall assign keep such other Party informed as to the Indemnifying Party all rights the Indemnified Party may have against any applicable account debtor or other responsible Person in respect of the Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense; provided, that such distribution status of such books, records or other documents would not breach privilege, confidentiality or other advisory protectionclaim.

Opportunity to Defend Third Party Claims. If any action indemnifiable under this Article 7 is brought by a third party against any The Indemnifying Party may elect to defend, at its own expense and with its own counsel reasonably satisfactory to the Indemnified Party, the Indemnifying Party shall be entitledany Asserted Liability, but only if: (a) to participate in such action and (b) to elect, by written notice delivered to the Indemnifying Party notifies the Indemnified Party in writing within thirty (30) days after the Indemnifying Party’s receipt of Indemnified Party has given notice of the Asserted Liability, to defend, compromise or settle such action, with counsel reasonably satisfactory to Liability that the Indemnified Party, it being agreed by the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel to represent the Seller. The Indemnified Party shall cooperate with respect to any such participation, defense, settlement or compromise. The Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of the Indemnified Party’s counsel shall be at the sole expense of the Indemnified Party. The Indemnifying Party shall not settle or compromise any action or consent to the entry of a judgment without the written consent of will indemnify the Indemnified Party (which shall not be unreasonably withheld) that: (x) does not provide for from and against the claimant to give an unconditional release to entirety of any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in respect of the nature of, or caused by the Asserted Liability; (yb) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Asserted Liability and fulfill its indemnification obligations hereunder; (c) the Asserted Liability involves relief only money damages and does not seek an injunction or other than monetary damagesequitable relief; (d) settlement of, or (z) places restrictions or conditions on an adverse judgment with respect to, the operation of Asserted Liability is not, in the business good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party; (e) the Indemnifying Party conducts the defense of the Asserted Liability actively and diligently; and (f) the Indemnified Party shall have reasonably concluded that: (i) there is no conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of such defense; and (ii) the Indemnified Party shall have no defenses that are not available to the Indemnifying Party. If the Indemnifying Party elects to defend such Asserted Liability, it shall within thirty (30) days (or any sooner, if the nature of the Asserted Liability so requires) notify the Indemnified Party of its Affiliates. The Indemnifying intent to do so, and the Indemnified Party shall not be liable for any settlement cooperate, at the expense of any claim or action effected without its written consent. After payment of any Asserted Liability by the Indemnifying Party, in the Indemnified Party, if requested by the Indemnifying Party, shall assign to defense of such Asserted Liability. If the Indemnifying Party all rights elects not to defend the Asserted Liability, is not permitted defend the Asserted Liability by reason of the first sentence of this Section 9.5, fails to notify the Indemnified Party of its election as herein provided or contests its obligation to indemnify under this Agreement with respect to such Asserted Liability, the Indemnified Party may have against any applicable account debtor pay, compromise or other responsible Person in respect defend such Asserted Liability at the sole cost and expense of the Indemnifying Party if determined to be liable to the Indemnified Party hereunder. In any event, the Indemnified Party and the Indemnifying Party may participate, at their own expense, in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense; provided, that such distribution . Any expenses of such books, records or other documents would not breach privilege, confidentiality or other advisory protection.any Indemnified Party for which indemnification is available hereunder shall be paid upon written demand therefor. 9.6

Opportunity to Defend Third Party Claims. If In the event of any action indemnifiable under this Article 7 is brought Claim by a third party against any Indemnified a Buyer Indemnitee or Seller Indemnitee for which indemnification is available hereunder, Buyers or Sellers, as applicable (each an “Indemnifying Party”), have the right, exercisable by written notice to Buyers or Sellers within 60 days of receipt of a Notice from Buyers or Sellers, as applicable, to assume and conduct the defense of such Claim with counsel selected by the Indemnifying Party. If the Indemnifying Party has assumed such defense as provided in this Section 10.6(c), the Indemnifying Party shall will not be entitled: (a) to liable for any legal expenses subsequently incurred by any Indemnitee in connection with the defense of such Claim. If the Indemnifying Party does not assume the defense of any such Claim in accordance with this Section 10.6(c), the Indemnifying Party may still participate in in, but not control, the defense of such action and (b) to elect, by written notice delivered to the Indemnified Party within thirty (30) days after Claim at the Indemnifying Party’s receipt sole cost and expense. The Indemnitee will not consent to a settlement of, or the entry of notice any judgment arising from, any such Claim, without the prior written consent of the Asserted LiabilityIndemnifying Party (such consent not to be unreasonably withheld or delayed). Except with the prior written consent of the Indemnitee (such consent not to be unreasonably withheld or delayed), to defend, compromise or settle such action, with counsel reasonably satisfactory to the Indemnified no Indemnifying Party, it being agreed by in the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel to represent the Seller. The Indemnified Party shall cooperate with respect to defense of any such participationClaim, defense, settlement or compromise. The Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of the Indemnified Party’s counsel shall be at the sole expense of the Indemnified Party. The Indemnifying Party shall not settle or compromise any action or will consent to the entry of a any judgment without or enter into any settlement that (i) provides for injunctive or other nonmonetary relief affecting the written consent of the Indemnified Party Indemnitee or (which shall not be unreasonably withheld) that: (xii) does not provide include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnitee of a release from all liability with respect to such Claim. In any such Claim, the Party responsible for the claimant to give an unconditional release defense of such Claim (the “Responsible Party”) shall, to the Indemnified Party in respect of the Asserted Liability; (y) involves relief other than monetary damages; or (z) places restrictions or conditions on the operation of the business of the Indemnified Party or any of its Affiliates. The Indemnifying Party shall not be liable for any settlement of any claim or action effected without its written consent. After payment of any Asserted Liability by the Indemnifying Party, the Indemnified Party, if extent reasonably requested by the Indemnifying other Party, shall assign keep such other Party informed as to the Indemnifying Party status of such Claim, including all rights settlement negotiations and offers. With respect to such a Claim for which Sellers are the Indemnified Party may have against any applicable account debtor or other responsible Person in respect of the Asserted Liability. If the Indemnifying Party chooses Responsible Party, Buyers shall use Commercially Reasonable Efforts to defend any Asserted Liability, the Indemnified Party shall make available to Sellers and their representatives all books and records of Buyers, the Indemnifying Party any books, records or other Acquired Companies and the Subsidiaries relating to such Claim (with such documents within its control that are necessary or appropriate and information to be used by Sellers and their Representatives solely for such defense; provided, that such distribution the defense of such books, records or other documents would not breach privilege, confidentiality or other advisory protectionClaim) and Buyers shall use Commercially Reasonable Efforts to cooperate with Sellers in the defense of such Claim.

Opportunity to Defend Third Party Claims. If In the event of any action indemnifiable under this Article 7 is brought Claim by a third party against any Indemnified a Buyer Indemnitee or Seller Indemnitee, as applicable, for which indemnification is available hereunder, Buyer or Seller, as applicable (each an “Indemnifying Party”), has the right, exercisable by written notice to Buyer or Seller, as applicable, within 60 days of receipt of a Notice from the applicable Indemnifying Party (but not the obligation) to assume and conduct the defense of such Claim with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled: (a) first agrees in writing to participate in such action indemnify the Indemnitee for any Losses that may arise therefrom, disregarding the limitations set forth herein; and (b) to electprovided, by written notice delivered to further, that the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt of notice of the Asserted Liability, to defend, compromise or settle such action, with counsel reasonably satisfactory to the Indemnified Party, it being agreed by the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel to represent the Seller. The Indemnified Party shall cooperate with respect to any such participation, defense, settlement or compromise. The Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of the Indemnified Party’s counsel shall be at the sole expense of the Indemnified Party. The Indemnifying Party shall not settle or compromise any action or consent to the entry of a judgment without the written consent of the Indemnified Party (which shall not be unreasonably withheld) that: (x) does not provide for the claimant to give an unconditional release to the Indemnified Party in respect of the Asserted Liability; (y) involves relief other than monetary damages; or (z) places restrictions or conditions on the operation of the business of the Indemnified Party or any of its Affiliates. The Indemnifying Party shall not be liable entitled to assume the defense or control of a Claim if (A) such Claim seeks an order, injunction or other equitable relief against the Indemnitee or the Company, (B) such Claim involves any criminal proceeding, action, indictment, allegation or investigation, (C) counsel to the Indemnitee reasonably determines that a conflict of interest exists on a material issue with respect to such defense or control, (D) the resolution of such Claim would reasonably be expected to have the effect of increasing the Tax liability of an Indemnitee or the Company for any settlement of any Tax period (or portion thereof) beginning after the Closing Date, or (E) such claim or action effected without its written consent. After payment of any Asserted Liability by the Indemnifying Partyinvolves a customer, the Indemnified Partysupplier, if requested by the Indemnifying Party, shall assign to the Indemnifying Party all rights the Indemnified Party may have against any applicable account debtor or other responsible Person in respect material business relation of the Asserted LiabilityIndemnitee. If the Indemnifying Party chooses to defend any Asserted Liabilityhas assumed such defense as provided in this Section 10.6(c), the Indemnified Party shall make available to except as otherwise provided in this Section 10.6(c), the Indemnifying Party will not be liable for any books, records or other documents within its control that are necessary or appropriate for such defense; provided, that such distribution legal expenses subsequently incurred by any Indemnitee in connection with the defense of such booksClaim and the Indemnifying Party shall allow the Indemnitee a reasonable opportunity to participate in the defense of such Claim with its own counsel. If the Indemnifying Party does not assume the defense of any such Claim in accordance with this Section 10.6(c), records the Indemnifying Party may still participate in, but not control, the defense of such Claim at the Indemnifying Party’s sole cost and expense. Notwithstanding anything herein to the contrary, the Indemnifying Party will lose its right to contest, defend, litigate and settle the Claim if it fails to promptly accept a tender of the defense of the Claim or thereafter at all relevant times conduct a good faith and diligent defense of such Claim, and in such event, the Indemnitee will have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement of any such Claim, subject to the limitations in Section 10.6(d), and to recover its legal costs and expenses in connection therewith from the Indemnifying Party. In any such Claim, the party responsible for the defense of such Claim (the “Responsible Party”) shall, to the extent reasonably requested by the other documents would not breach privilegeparty, confidentiality keep such other party informed as to the status of such Claim, including all settlement negotiations and offers. Seller or other advisory protectionBuyer, as the case may be, shall, and shall cause each of its Affiliates and Representatives to, cooperate with the Responsible Party in the defense of any third party Claim.

Opportunity to Defend Third Party Claims. If In the event of any action indemnifiable under this Article 7 is brought claim by a third party against any Purchaser Indemnitee or Seller Indemnitee for which indemnification is or may be available under this Article VII (whether pursuant to a lawsuit, other legal action or otherwise, a “Third Party Claim”), the party against whom indemnification may be sought hereunder (the “Indemnifying Party”) shall be entitled and, if it so elects, shall at its own cost and expense, (i) take control of the defense and investigation of such Third Party Claim and (ii) pursue the defense thereof in good faith by appropriate actions or proceedings promptly taken or instituted and diligently pursued, including to employ and engage attorneys of its own choice reasonably acceptable to the party seeking indemnification hereunder (the “Indemnified Party”) to handle and defend such Third Party Claim, and the Indemnifying Party shall be entitled: entitled (a) to participate in such action and (b) to electbut not obligated), by written notice delivered to the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt of notice of the Asserted Liabilityif it so elects, to defend, compromise or settle such actionclaim; provided, with counsel reasonably satisfactory to the Indemnified Party, it being agreed by the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel to represent the Seller. The Indemnified Party shall cooperate with respect to any such participation, defense, settlement or compromise. The Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of the Indemnified Party’s counsel shall be at the sole expense of the Indemnified Party. The Indemnifying Party shall not settle or compromise any action or consent to the entry of a judgment without the written consent of the Indemnified Party (which shall such consent not to be unreasonably withheld, conditioned or delayed) that: (x) does not provide for the claimant to give an unconditional release to the Indemnified Party shall only be required in respect of any compromise or settlement that (i) imposes any injunctive relief or other equitable order against the Asserted Liability; Indemnified Party, (yii) involves relief other than monetary damages; or (z) places restrictions or conditions on the operation contains any admission of the business of wrongdoing by the Indemnified Party or any (iii) does not include as a term thereof by the Person(s) issuing such claim against the Indemnified Party a customary release of its Affiliatesliability with respect to such claim. The In the event the Indemnifying Party shall not be liable for any settlement elects to assume control of any claim or action effected without its written consent. After payment the defense and investigation of any Asserted Liability by the Indemnifying Partysuch Third Party Claim in accordance with this Section 7.6(c), the Indemnified PartyParty may, if requested by at its own cost and expense, participate in the Indemnifying Partyinvestigation, shall assign to the Indemnifying trial and defense of such Third Party all rights the Indemnified Party may have against any applicable account debtor or other responsible Person in respect of the Asserted LiabilityClaim. If the Indemnifying Party chooses fails to defend assume the defense of such Third Party Claim in accordance with this Section 7.6(c) within fourteen (14) days after delivery of the Claim Notice in connection with such Third Party Claim, the Indemnified Party against which such Third Party Claim has been asserted shall (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise and settlement of such Third Party Claim, which compromise or settlement shall be made only with the written consent of the Indemnifying Party, such consent not to be unreasonably withheld, conditioned or delayed. In the event the Indemnifying Party assumes the defense of the claim, the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of any Asserted Liabilitysuch defense, compromise or settlement, and in the event the Indemnified Party assumes the defense of the claim, the Indemnified Party shall make available to keep the Indemnifying Party reasonably informed of the progress of any books, records or other documents within its control that are necessary or appropriate for such defense; provided, that such distribution compromise or settlement. (d) To the extent this Section 7.6 is inconsistent with Section 5.10(e) with respect to any Tax matter, the provisions of such books, records or other documents would not breach privilege, confidentiality or other advisory protectionSection 5.10(e) shall control.

Opportunity to Defend Third Party Claims. If Subject to Section 9.2, in the event of any action indemnifiable under this Article 7 is brought claim by a third party against any Indemnified a Buyer Indemnitee or Seller Indemnitee for which indemnification is available hereunder, the party from which indemnification is sought (with Seller Representative acting on behalf of Sellers with respect to Losses claimed under Section 8.3(a) or Losses claimed under Section 8.3(b) to the extent Escrow Funds are available), as applicable (each an “Indemnifying Party”), has the right, exercisable by written notice to Buyer, on the one hand, or the Seller Representative or the breaching Seller, on the other hand, as applicable, within sixty (60) days of receipt of a Notice from Buyer or the Seller Representative, as applicable, to assume and conduct the defense of such claim with counsel selected by the Indemnifying Party; provided, however, that prior to the Indemnifying Party assuming control of such defense, the Indemnifying Party shall agree in writing that the Indemnifying Party would be entitled: (a) responsible to participate indemnify the Indemnified Party for all Losses if the facts alleged in such action and (b) Claim were true subject to electthe limitations on indemnification set forth in this Article VIII; provided, by however, if the facts alleged in such Claim materially change from the facts upon which the Indemnifying Party initially assumed such defense in writing such that the Indemnifying Party no longer agrees it would be responsible for all of the Losses relating to such Claim then the Indemnifying Party shall promptly provide written notice delivered thereof to the Indemnified Party within thirty (30) days after and the Indemnifying Party’s receipt Party will not have the right to continue the control of the defense of such Claim. Notwithstanding the foregoing, an Indemnifying Party shall not be entitled to assume the control of such defense if (i) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (ii) such claim seeks an injunction or equitable relief against the Indemnitee; (iii) the Indemnifying Party is also a party to the third party claim and counsel has advised that representation of the Indemnifying Party and Indemnitee by the same counsel would constitute a conflict of interest; (iv) the Indemnifying Party fails or is failing, in good faith, to prosecute or defend such claim; or (v) if the Indemnifying Party is the Sellers or a Seller, as of the date the Indemnifying Party gives notice of its intent to assume the Asserted Liabilitydefense, the Escrow Funds less the aggregate amount of outstanding Buyer Claims (not including the applicable third party claim at issue), is not sufficient to defend, compromise satisfy all liabilities for which the Sellers or settle such action, with counsel reasonably satisfactory to the Indemnified Party, it being agreed by the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel to represent the Seller. The Indemnified Party shall cooperate Seller could be liable hereunder with respect to any the third party claim at issue and the Indemnifying Party does not provide to Buyer reasonable evidence of its ability to satisfy indemnification amounts in excess of the Escrow Funds. If the Indemnifying Party has assumed such participationdefense as provided in this Section 8.7(c), defense, settlement or compromise. The Indemnified Party the Indemnitee shall have the right to employ participate in but not control such defense (at its own counsel expense) and the Indemnifying Party will not be liable for any legal expenses subsequently incurred by any Indemnitee in any connection with the defense of such Claim unless the Indemnifying Party subsequently surrenders the defense of such Claim to the Indemnitee, in which case, but the fees and Indemnifying Party will be responsible for the legal expenses of the Indemnified Party’s counsel shall be Indemnitee after the Indemnifying Party surrenders the defense of such Claim. If the Indemnifying Party does not assume the defense of any third party claim in accordance with this Section 8.7(c), the Indemnitee may continue to defend such claim at the sole expense cost of the Indemnified Indemnifying Party (subject to the limitations set forth in this Article VIII) and the Indemnifying Party may still participate in, but not control, the defense of such third party claim at the Indemnifying Party’s sole cost and expense and the Indemnitee shall have the right to settle and compromise such third party claim if it acts reasonably and in good faith upon seven (7) calendar days’ notice to, but without having to first obtain the consent of, the Indemnifying Party. The Except with the prior written consent of the Indemnitee (such consent not to be unreasonably withheld or delayed), no Indemnifying Party shall not settle or compromise Party, in the defense of any action or such claim, will consent to the entry of a any judgment without or enter into any settlement unless the written consent of the Indemnified Party (which following shall not be unreasonably withheld) thatapply: (xi) does not provide for the claimant to give an unconditional release to the Indemnified Party sole relief provided in respect of the Asserted Liability; (y) involves relief other than such settlement is monetary damages; or (z) places restrictions or conditions on the operation of the business of the Indemnified Party or any of its Affiliates. The Indemnifying Party shall not be liable for any settlement of any claim or action effected without its written consent. After payment of any Asserted Liability damages that are paid in full by the Indemnifying Party, (ii) there is no finding or admission of any violation of Law or any violation of the Indemnified rights of any Person by any Indemnitee, and (iii) such settlement includes as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnitee of a release from all liability with respect to such claim or litigation. In any such third party claim, the party responsible for the defense of such claim (the “Responsible Party”) shall, if to the extent reasonably requested by the Indemnifying Partyother party, shall assign keep such other party informed as to the Indemnifying Party status of such claim, including, without limitation, all rights settlement negotiations and offers. With respect to a third party claim for which the Indemnified Party may have against any applicable account debtor Seller Representative or other breaching Seller, as applicable, is the party responsible Person in respect of for the Asserted Liability. If the Indemnifying Party chooses defense, Buyer shall use all reasonable efforts to defend any Asserted Liability, the Indemnified Party shall make available to the Indemnifying Party any booksSeller Representative or breaching Seller, as applicable, and their respective representatives all books and records of Buyer, the Company and the Subsidiaries relating to such third party claim and shall cooperate in all reasonable respects with the Seller Representative or other documents within its control that are necessary or appropriate for such defense; providedthe breaching Seller, that such distribution as applicable, in the defense of such books, records or other documents would not breach privilege, confidentiality or other advisory protectionthe third party claim.

Opportunity to Defend Third Party Claims. If any action indemnifiable under this Article 7 is brought by a third party against any Indemnified Party, the Indemnifying Party shall be entitled: (a) to participate in such action and (b) to elect, by written notice delivered to the Indemnified Party within thirty (30) days after the Indemnifying Party’s receipt of notice of the Asserted Liability, to defend, compromise or settle such action, with counsel reasonably satisfactory to the Indemnified Party, it being agreed by the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel to represent the Seller. The Indemnified Party shall cooperate with respect to any such participation, defense, settlement or compromise. The Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of the Indemnified Party’s counsel shall be at the sole expense of the Indemnified Party. The Indemnifying Party shall not settle or compromise any action or consent to the entry of a judgment without the written consent of the Indemnified Party (which shall not be unreasonably withheld) that: (x) does not provide for the claimant to give an unconditional release to the Indemnified Party in respect of the Asserted Liability; (y) involves relief other than monetary damages; or (z) places restrictions or conditions on the operation of the business of the Indemnified Party or any of its Affiliates. The Indemnifying Party shall not be liable for any settlement of any claim or action effected without its written consent. After payment of any Asserted Liability by the Indemnifying Party, the Indemnified Party, if requested by the Indemnifying Party, shall assign to the Indemnifying Party all rights the Indemnified Party may have against any applicable account debtor or other responsible Person in respect of the Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense; provided, that such distribution of such books, records or other documents would not breach privilege, confidentiality or other advisory protection.

Opportunity to Defend Third Party Claims. If In the event of any action indemnifiable under this Article 7 is brought claim by a third party Third Party against any Indemnified Partyan Indemnitee, the Indemnifying Party shall be entitled: Indemnitor, (a) to participate in such action and (b) to electeach an "INDEMNIFYING PARTY"), has the right, exercisable by written notice delivered to the Indemnified Party Indemnitee, within thirty (30) days after of receipt of a Claims Notice from the Indemnitee, to assume and conduct the defense of such claim with counsel selected by the Indemnifying Party’s receipt . If the Indemnifying Party has assumed such defense as provided in this Section 9.5(b), the Indemnifying Party will not be liable for any legal expenses incurred by any Buyer Indemnitee in connection with the defense of notice such Claim. If the Indemnifying Party does not assume the defense of any Third Party claim in accordance with this Section 9.5(b), the Asserted Liability, to defend, compromise or settle Buyer Indemnitee may defend such action, with counsel reasonably satisfactory to the Indemnified Party, it being agreed by the Parties that Xxxxxxxx & Xxxxx LLP is reasonably acceptable counsel to represent the Seller. The Indemnified Party shall cooperate with respect to any such participation, defense, settlement or compromise. The Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of the Indemnified Party’s counsel shall be claim at the sole expense cost of the Indemnified Indemnifying Party (subject to the limitations set forth in this Article IX), and the Indemnifying Party may still participate in, but not control, the defense of such Third Party claim at the Indemnifying Party's sole cost and expense. The Indemnitee will not consent to a settlement of, or the entry of any judgment arising from, any such claim, without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld or delayed). An Indemnifying Party shall not be entitled, in its sole discretion, to settle or compromise any action claim or consent to the entry of any judgment that (i) includes as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnitee of a judgment without the written consent of the Indemnified Party release from all liability with respect to such claim or litigation, and (which shall not be unreasonably withheld) that: (xii) does not provide for injunctive or other nonmonetary relief affecting the claimant to give an unconditional release Indemnitee. In any such Third Party claim, the party responsible for the defense of such claim shall, to the Indemnified Party in respect of the Asserted Liability; (y) involves relief other than monetary damages; or (z) places restrictions or conditions on the operation of the business of the Indemnified Party or any of its Affiliates. The Indemnifying Party shall not be liable for any settlement of any claim or action effected without its written consent. After payment of any Asserted Liability by the Indemnifying Party, the Indemnified Party, if extent reasonably requested by the Indemnifying Partyother party, shall assign keep such other party informed as to the Indemnifying status of such claim, including, without limitation, all settlement negotiations and offers. With respect to a Third Party all rights claim for which Seller is the Indemnified Party may have against any applicable account debtor or other party responsible Person in respect of for the Asserted Liability. If defense, Buyer and the Indemnifying Party chooses to defend any Asserted Liability, the Indemnified Party Company shall make available to Seller and its representatives all books and records of the Indemnifying Buyer and Company relating to such Third Party any books, records or other documents within its control that are necessary or appropriate for such defense; provided, that such distribution claim and shall cooperate with Seller in the defense of such books, records or other documents would not breach privilege, confidentiality or other advisory protectionthe Third Party claim.