Common use of Third Party Claim Procedures Clause in Contracts

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third Party Claim”) against a party entitled to indemnification under this Agreement (an “Indemnified Party”), notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate in the defense of any Third Party Claim subject to this Article IX and the records of each shall be reasonably available to the other with respect to such defense.

Third Party Claim Procedures. In (a) The Indemnified Party seeking indemnification under Section 7.02 agrees to give reasonably prompt notice in writing to Indemnifying Party of the case assertion of any claim asserted or the commencement of any suit, action or proceeding by a any third party (a “Third Party Claim”) against a party entitled to indemnification in respect of which indemnity may be sought under this Agreement (an “Indemnified Party”), Section 7.02. Such notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have actually materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third Party Claim and, subject to the limitations set forth in this Section 7.03, shall be entitled to control and appoint lead counsel (that is reasonably satisfactory to the Indemnified Party) for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge in writing that it would have an indemnity obligation to the Indemnified Party for the Losses resulting from such Third Party Claim, and such (ii) furnish the Indemnified Party with reasonable evidence that the Indemnifying Party is materially prejudiced as a result has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be entitled to assume or maintain control of such failure to be given notice. If the defense of any Third Party Claim and shall pay the reasonable fees, costs and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not promptly deliver the acknowledgment referred to in Section 7.03(b) within thirty (30) days of receipt of notice of the Third Party Claim pursuant to Section 7.03(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or (v) the Indemnifying Party has failed or is failing to prosecute or defend the Third Party Claim vigorously and prudently. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of Section 7.03(c), the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim following notice thereofif the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with Section 7.03(c), the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim subject and to this Article IX employ separate counsel of its choice for such purpose, in which case the fees, costs and expenses of such separate counsel shall be borne by the Indemnified Party; provided that Indemnifying Party shall pay the fees, costs and expenses of such separate counsel of the Indemnified Party if (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim, (ii) if representation of both the Indemnifying Party and the records Indemnified Party by the same counsel would create a conflict of each interest or (iii) the Indemnified Party shall have reasonably concluded that there may be reasonably legal defenses available to it which are different from or additional to those available to the other with respect Indemnifying Party. (f) Each party shall reasonably cooperate, and cause their respective Affiliates to such defensereasonably cooperate, in the defense or prosecution of any Third Party Claim.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third Party Claim”) against a party entitled to indemnification under this Agreement (an “Indemnified Party”), notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge Actual Knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify indemnify, subject to the limitations contained in Section 8.4, the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. The notice provided to the Indemnifying Party shall describe the Third Party Claim in reasonable detail, and shall indicate the amount (estimated, if necessary) of the Losses that has been or may be suffered. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following within twenty (20) days of notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full any manner it reasonably may deem appropriate. In the event the Indemnifying Party has assumed the defense of such Third Party Claim within twenty (20) days of notice thereof, the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement without the prior written consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder(which consent shall not be unreasonably withheld or delayed). Except with the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers Buyer shall cooperate in the defense of any Third Party Claim subject to this Article IX VIII and the records of each shall be reasonably available to the other with respect to such defense.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third a) The Party Claim”) against a party entitled to seeking indemnification under this Agreement Section 8.01 or 8.02 (an the “Indemnified Party”), ) shall give prompt notice shall be given by the Indemnified Party in writing to the party required Party against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such the assertion of any claim or the commencement of any action, suit, proceeding or other claim by any third party (“Third Party Claim, and the Indemnified Party ”) in respect of which indemnity may be sought under such Section. Such notice shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have actually prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party and must acknowledge that it would have an indemnity obligation for the Losses resulting from such Third Party Claim as provided under this Article 8. (c) The Indemnifying Party is materially prejudiced as a result shall not be entitled to assume or maintain control of such failure to be given notice. If the defense of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not promptly deliver the acknowledgment referred to in Section 8.03(b) within thirty (30) days of receipt of notice of the Third Party Claim pursuant to Section 8.03(a); (ii) the Third Party Claim relates to or arises in connection with any criminal action, proceeding or claim; (iii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates; or (iv) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 8.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of such Third Party Claim. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim following notice thereofin accordance with paragraphs (b) and (c) above, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim subject and to this Article IX employ separate counsel of its choice for such purpose, in which case the fees and expenses of such separate counsel shall be borne by the Indemnified Party; provided that in such event the Indemnifying Party shall pay the fees and expenses of such separate counsel (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim or (ii) if representation of both the Indemnifying Party and the records Indemnified Party by the same counsel would create a conflict of each interest. (f) Each Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably available to the other with respect to such defenserequested in connection therewith.

Third Party Claim Procedures. In the case of any claim asserted by a third (a) The party (a “Third Party Claim”) against a party entitled to seeking indemnification under this Agreement Section 4.1 (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim, and ”) in respect of which indemnity may be sought under such Section. Such notice (the Indemnified Party “Indemnification Notice”) shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have adversely prejudiced the Indemnifying Party. (b) During the period ending on the earlier of the 30th calendar day following the Indemnifying Party’s receipt of the Indemnification Notice and the fifth calendar day preceding the date on which an appearance is required to be made before a court, arbitrator or other tribunal or an answer or similar pleading is required to be filed in a lack litigation or other proceeding in respect of actual notice to a Third Party Claim, the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Article IX and the records of each Section 4.2, shall be reasonably available entitled to control and appoint lead counsel for such defense, in each case at its own expense unless the Indemnification Notice states that the Indemnified Party has determined in good faith that (i) the Third Party Claim seeks an injunction or other equitable or non-monetary relief against the Indemnified Party (other than injunctive, equitable or non-monetary relief that is incidental to monetary damages as the primary relief sought) or (ii) the Third Party Claim arises in connection with any criminal matter; provided that prior to assuming control of such defense, the Indemnifying Party must acknowledge that if such Third Party Claim is successful it would have an indemnity obligation resulting from the Losses from such Third Party Claim. If the Indemnifying Party (i) is not entitled to or does not duly and timely elect to control and appoint lead counsel for such defense, or (ii) after timely making such election, fails to take reasonable steps to defend diligently the Third Party Claim within 30 calendar days after its receipt of written notice from the Indemnified Party to the other effect that the Indemnifying Party has so failed, the Indemnified Party shall be entitled, but not obligated, to notify the Indemnifying Party of its election to assume and control such defense from the Indemnifying Party; provided that the Indemnified Party’s right to be indemnified, defended and held harmless in respect of the Third Party Claim shall not otherwise be affected by such election. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 4.2, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose; provided that the fees and expenses of such separate counsel shall be paid by the Indemnified Party; provided, further, that (x) if, in the reasonable opinion of counsel to the Indemnified Party, there are defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party, (y) the Indemnified Party and Indemnifying Party are both named parties to the proceedings and the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts between them or (z) the Indemnified Party assumes the defense of a Third Party Claim after the Indemnifying Party has failed diligently to pursue a Third Party Claim it has assumed within 30 calendar days after its receipt of written notice from the Indemnified Party to the effect that the Indemnifying Party has so failed, then the Indemnifying Party shall bear the reasonable and documented out-of-pocket fees and expenses of one separate counsel and, but only to the extent necessary, one local counsel to the Indemnified Party which shall represent all Indemnified Parties arising out of the same or similar set of circumstances in connection with such defense. (d) Each party shall reasonably cooperate, and cause their respective Affiliates to reasonably cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. (a) In the case event that any Purchaser Indemnified Party or Seller Indemnified Party (an “Indemnified Party”) determines to assert a claim for indemnification hereunder arising from a claim or demand made, or an Action or investigation instituted, other than any such claim, demand, Action or investigation relating to Taxes that are the subject of Article VI by any claim asserted by Person not either a third party to this Agreement or an Affiliate of a party to this Agreement (including, for the avoidance of doubt, any Taxing Authority) for which an indemnifying party (an “Indemnifying Party”) may have liability hereunder to an Indemnified Party (a “Third Party Claim”) against a party entitled to indemnification under this Agreement (an “Indemnified Party”), such Indemnified Party shall promptly give written notice (a “Claims Notice”) to the Indemnifying Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim and the amount or estimated amount of the Losses sought to be recovered thereunder to the extent ascertainable (which estimate shall not be given conclusive on the final amount of such claim). The failure by any Indemnified Party to notify the Indemnifying Party promptly shall not relieve the Indemnifying Party of its indemnification obligations except to the extent such failure shall actually prejudice an Indemnifying Party; provided, however, that an Indemnifying Party shall have no obligation whatsoever to indemnify an Indemnified Party with respect to a Third Party Claim unless a Claims Notice with respect to such Third Party Claim is properly delivered by the Indemnifying Party prior to the termination of the applicable period described in Section 9.1. (b) Subject to the provisions of Section 10.2(d), upon receipt of a Claims Notice, the Indemnifying Party shall have the right to assume the defense and control of Third Party Claims described in such Claims Notice. In the event the Indemnifying Party exercises such right to assume the defense and control of a Third Party Claim, the Indemnified Party shall have the right but not the obligation reasonably to participate in (but not control) the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge defense of such Third Party ClaimClaim with its own counsel and at its own expense; provided, however, that if (i) the Indemnifying Party and the Indemnified Party shall permit are both named parties to the proceedings and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (ii) the Indemnified Party assumes the defense of a Third Party Claim after the Indemnifying Party has failed diligently to pursue the defense of a Third Party Claim it has assumed, as provided in the first sentence of Section 10.2(d), or (at the expense of such Indemnifying Party and so long as iii) the Indemnifying Party acknowledges in writing its obligation is not entitled to indemnify a legal defense or counterclaim available to the Indemnified Party, then the Indemnifying Party shall be liable for the reasonable fees and expenses of one outside counsel to the Indemnified Party. Any election by an Indemnifying Party to assume the defense of a Third Party Claim must be delivered by the Indemnifying Party to the Indemnified Party for Losses related within 20 Business Days after receipt of the Indemnified Party’s Claims Notice, and failure on the part of the Indemnifying Party to send such Third Party Claim) notice within such 20 Business Day period shall be deemed an election not to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly elects to assume the defense of such a Third Party Claim following notice thereofClaim, then the Indemnified Party shall, and shall be entitled to assume cause each of its directors, officers, employees, agents, representatives, Affiliates and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of permitted assigns to, cooperate reasonably with the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, which cooperation shall include designating a liaison counsel to whom the Indemnifying Party may direct notices and other communications, using reasonable best efforts to make witnesses available, and providing records and documents to the extent such witnesses, records and documents are relevant to the Third Party Claim. (c) If the Indemnifying Party (i) elects not to defend the Indemnified Party against a Third Party Claim, by not delivering notice of its election to assume the defense of such Third Party Claim within the period specified in Section 10.2(b), or (ii) after assuming the defense of a Third Party Claim, failing to take reasonable steps necessary to defend such Third Party Claim, the Indemnified Party shall have the right, at all times, but not the obligation, to assume its own defense, and the Indemnifying Party shall have the right, but not the obligation, to participate reasonably in any such defense and to employ separate counsel of its choosing at its own expense. In no event shall the Indemnified Party’s right to indemnification for a Third Party Claim be adversely affected by its assumption of the defense of such Third Party Claim. (d) The Indemnified Party shall not consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim without the consent of the Indemnifying Party, such consent not to be unreasonably withheld, conditioned or enter into delayed. The Indemnifying Party shall not settle, compromise or offer to settle or compromise, any Third Party Claim without the prior written consent of the Indemnified Party if such settlement that provides for or compromise would result in (i) injunctive or other nonmonetary relief affecting against the Indemnified Party or any of its Affiliates, including the imposition of a consent order, injunction or decree that does not include as an unconditional term thereof would restrict the giving by each claimant future activity or plaintiff to such conduct of the Indemnified Party or any of its Affiliates, (ii) a finding or admission of a violation of Applicable Law or violation of the rights of any Person by the Indemnified Party or any of its Affiliates or (iii) subject to Section 10.2(e), any monetary liability of the Indemnified Party that will not promptly be paid or reimbursed by the Indemnifying Party. (e) If the Indemnifying Party proposes to make or accept a good faith, bona fide offer to settle or compromise any Third Party Claim and such proposed settlement or compromise would result in any monetary liability of the Indemnified Party that would not promptly be paid or reimbursed by the Indemnifying Party (including due to the effect of any limitations on indemnification contemplated by this Article X, including the Deductible) then the Indemnifying Party shall submit such proposal to the Indemnified Party for approval and the Indemnified Party shall have the option, in its sole discretion, to approve or reject such proposal. If the Indemnified Party approves such proposal, the Indemnifying Party may settle or compromise such Third Party Claim on the terms set forth in such approved proposal. If the Indemnified Party rejects such proposal, the Indemnifying Party will have the option, in its discretion, either (i) to continue the defense of such Third Party Claim, in which event it may not accept or make an irrevocable release from all liability offer to settle or compromise such Third Party Claim on the proposed terms that were rejected by the Indemnified Party, and wrongdoing the terms of this Section 10.2 will continue to apply with respect to such Third Party Claim. Seller , or (ii) to enter into an arrangement with the Indemnified Party in which (A) the Indemnifying Party will promptly pay to the Indemnified Party the amount that would have been paid to the third party under such proposal to settle or compromise such Third Party Claim, less the remaining portion of the Deductible, (B) such proposed settlement or compromise will, for all purposes under this Agreement other than for purpose of this Section 10.2(e) (including for purposes of calculating the Purchase Price for tax purposes as contemplated by Section 6.8 and, if applicable, calculating the amount of Losses that have been indemnified under this Agreement to which any limitation contemplated by this Article X may apply, including the Deductible), be deemed to have been effected and Buyers shall cooperate in indemnified under this Agreement and (C) the Indemnified Party will assume the defense of any such Third Party Claim at its own cost and with its own counsel, will not be subject to any further limitations or restrictions under this Article IX and the records of each shall be reasonably available Agreement with respect to the other defense, settlement or compromise of such Third Party Claim, will not be entitled to any further indemnification under this Agreement with respect to such defenseThird Party Claim and will not be required to reimburse the Indemnifying Party for, or return any amount to the Indemnifying Party with respect to, such Third Party Claim, regardless of whether the amount that the Indemnified Party is ultimately required to pay to such third party upon final resolution of such Third Party Claim is greater or less than the amount paid to the Indemnified Party by the Indemnifying Party pursuant to this Section 10.2(e).

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third Party Claim”a) against a party entitled to The Person seeking indemnification under this Agreement Section 9.2 (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third-Party Claim, ”) in respect of which indemnity may be sought under Section 9.2. Such notice shall set forth in reasonable detail such Third-Party Claim and the Indemnified Party shall permit basis for indemnification (taking into account the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations or Liability hereunder, except to the extent that such failure results shall have actually prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third-Party Claim and, subject to the limitations set forth in this Section 9.3, shall be entitled to assume the defense thereof at its sole expense with lead counsel appointed by the Indemnifying Party and reasonably acceptable to the Indemnified Party; provided, that if the Indemnified Party has concluded that there may be one or more legal defenses or defense strategies available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party and or that there exists or is reasonably likely to exist a conflict of interest, such Indemnified Party shall be entitled, at the Indemnifying Party’s reasonable expense, to separate counsel (provided, that such counsel is reasonably acceptable to the Indemnifying Party). (c) If the Indemnifying Party is materially prejudiced as a result elects to assume the defense of any such Third-Party Claim, all the parties hereto will cooperate in the defense or prosecution of such failure Third-Party Claim. Such cooperation will include the provision of reasonable access during business hours to be given noticethe Indemnifying Party of records and information which are reasonably relevant to such Third-Party Claim, and making employees and other Representatives and advisors available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnifying Party does not promptly assume assumes the control of the defense of such Third any Third-Party Claim following notice thereofin accordance with the provisions of this Section 9.3, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement or compromise of such Third-Party Claim, if (A) the settlement or compromise does not release the Indemnified Party and its Affiliates from all Liabilities and obligations with respect to such Third-Party Claim or (B) the settlement or compromise imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates, and (ii) the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, participate in the defense of any such Third Third-Party ClaimClaim and to employ, at its expense, separate counsel of its choice for such purpose. (d) The provisions of this Section 9.3 shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing apply with respect to such Third Party Claim. Seller and Buyers shall cooperate in the defense of any Third Party Claim subject to this Article IX and the records of each Tax Claims, which shall be reasonably available to the other with respect to such defensegoverned by Article VI.

Third Party Claim Procedures. (a) In the case event that any Reinsurer Indemnified Party or Ceding Company Indemnified Party (an “Indemnified Party”) determines to assert a claim for indemnification hereunder arising from a claim or demand made, or an Action or investigation instituted by any Person not either a party to this Agreement or an Affiliate of any claim asserted by a third party to this Agreement for which an indemnifying party (an “Indemnifying Party”) may have liability hereunder to an Indemnified Party (a “Third Party Claim”) against a party entitled to indemnification under this Agreement (an “Indemnified Party”), such Indemnified Party shall promptly give written notice (a “Claims Notice”) to the Indemnifying Party describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim and the amount or estimated amount of the Losses sought to be recovered thereunder to the extent ascertainable (which estimate shall not be given conclusive on the final amount of such claim). The failure by any Indemnified Party to notify the Indemnifying Party promptly shall not relieve the Indemnifying Party of its indemnification obligations except to the extent such failure shall actually prejudice an Indemnifying Party. (b) Subject to the provisions of Section 9.3(d), upon receipt of a Claims Notice, the Indemnifying Party shall have the right to assume the defense and control of Third Party Claims described in such Claims Notice. In the event the Indemnifying Party exercises such right to assume the defense and control of a Third Party Claim, the Indemnified Party shall have the right but not the obligation reasonably to participate in (but not control) the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge defense of such Third Party ClaimClaim with its own counsel and at its own expense; provided, however, that if (i) the Indemnifying Party and the Indemnified Party shall permit are both named parties to the proceedings and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (ii) the Indemnified Party assumes the defense of a Third Party Claim after the Indemnifying Party has failed diligently to pursue the defense of a Third Party Claim it has assumed, as provided in the first sentence of Section 9.3(d), or (at the expense of such Indemnifying Party and so long as iii) the Indemnifying Party acknowledges in writing its obligation is not entitled to indemnify a legal defense or counterclaim available to the Indemnified Party, then the Indemnifying Party shall be liable for the reasonable fees and expenses of one outside counsel to the Indemnified Party. Any election by an Indemnifying Party to assume the defense of a Third Party Claim must be delivered by the Indemnifying Party to the Indemnified Party for Losses related within 20 Business Days after receipt of the Indemnified Party’s Claims Notice, and failure on the part of the Indemnifying Party to send such Third Party Claim) notice within such 20 Business Day period shall be deemed an election not to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly elects to assume the defense of such a Third Party Claim following notice thereofClaim, then the Indemnified Party shall, and shall be entitled to assume cause each of its directors, officers, employees, agents, representatives, Affiliates and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of permitted assigns to, cooperate reasonably with the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, which cooperation shall include designating a liaison counsel to whom the Indemnifying Party may direct notices and other communications, using reasonable best efforts to make witnesses available, and providing records and documents to the extent such witnesses, records and documents are relevant to the Third Party Claim. (c) If the Indemnifying Party (i) elects not to defend the Indemnified Party against a Third Party Claim, by not delivering notice of its election to assume the defense of such Third Party Claim within the period specified in Section 9.3(b), or (ii) after assuming the defense of a Third Party Claim, failing to take reasonable steps necessary to defend such Third Party Claim, the Indemnified Party shall have the right, at all times, but not the obligation, to assume its own defense, and the Indemnifying Party shall have the right, but not the obligation, to participate reasonably in any such defense and to employ separate counsel of its choosing at its own expense. In no event shall the Indemnified Party’s right to indemnification for a Third Party Claim be adversely affected by its assumption of the defense of such Third Party Claim. (d) The Indemnified Party shall not consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim without the consent of the Indemnifying Party, such consent not to be unreasonably withheld, conditioned or enter into delayed. The Indemnifying Party shall not settle, compromise or offer to settle or compromise, any Third Party Claim without the prior written consent of the Indemnified Party if such settlement that provides for or compromise would result in (i) injunctive or other nonmonetary relief affecting against the Indemnified Party or any of its Affiliates, including the imposition of a consent order, injunction or decree that does not include as an unconditional term thereof would restrict the giving by each claimant future activity or plaintiff to such conduct of the Indemnified Party or any of its Affiliates, (ii) a finding or admission of a violation of Applicable Law or violation of the rights of any Person by the Indemnified Party or any of its Affiliates or (iii) subject to Section 9.3(e), any monetary liability of the Indemnified Party that will not promptly be paid or reimbursed by the Indemnifying Party. (e) If the Indemnifying Party proposes to make or accept a good faith, bona fide offer to settle or compromise any Third Party Claim and such proposed settlement or compromise would result in any monetary liability of the Indemnified Party that would not promptly be paid or reimbursed by the Indemnifying Party then the Indemnifying Party shall submit such proposal to the Indemnified Party for approval and the Indemnified Party shall have the option, in its sole discretion, to approve or reject such proposal. If the Indemnified Party approves such proposal, the Indemnifying Party may settle or compromise such Third Party Claim on the terms set forth in such approved proposal. If the Indemnified Party rejects such proposal, the Indemnifying Party will have the option, in its discretion, either (i) to continue the defense of such Third Party Claim, in which event it may not accept or make an irrevocable release from all liability offer to settle or compromise such Third Party Claim on the proposed terms that were rejected by the Indemnified Party, and wrongdoing the terms of this Section 9.3 will continue to apply with respect to such Third Party Claim. Seller , or (ii) to enter into an arrangement with the Indemnified Party in which (A) the Indemnifying Party will promptly pay to the Indemnified Party the amount that would have been paid to the third party under such proposal to settle or compromise such Third Party Claim, (B) such proposed settlement or compromise will, for all purposes under this Agreement other than for purpose of this Section 9.3(e), be deemed to have been effected and Buyers shall cooperate in indemnified under this Agreement and (C) the Indemnified Party will assume the defense of any such Third Party Claim at its own cost and with its own counsel, will not be subject to any further limitations or restrictions under this Article IX and the records of each shall be reasonably available Agreement with respect to the other defense, settlement or compromise of such Third Party Claim, will not be entitled to any further indemnification under this Agreement with respect to such defenseThird Party Claim and will not be required to reimburse the Indemnifying Party for, or return any amount to the Indemnifying Party with respect to, such Third Party Claim, regardless of whether the amount that the Indemnified Party is ultimately required to pay to such third party upon final resolution of such Third Party Claim is greater or less than the amount paid to the Indemnified Party by the Indemnifying Party pursuant to this Section 9.3(e).

Third Party Claim Procedures. In (a) The Indemnified Party seeking indemnification under Section 7.02 agrees to give reasonably prompt notice in writing to Indemnifying Party of the case assertion of any claim asserted or the commencement of any suit, action or proceeding by a any third party (a “Third Party Claim”) against a party entitled to indemnification in respect of which indemnity may be sought under this Agreement (an “Indemnified Party”), Section 7.02. Such notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have actually materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third Party Claim and, subject to the limitations set forth in this Section 7.03, shall be entitled to control and appoint lead counsel (that is reasonably satisfactory to the Indemnified Party) for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge in writing that it would have an indemnity obligation to the Indemnified Party for the Losses resulting from such Third Party Claim and such (ii) furnish the Indemnified Party with reasonable evidence that the Indemnifying Party is materially prejudiced as a result has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be entitled to assume or maintain control of such failure to be given notice. If the defense of any Third Party Claim and shall pay the reasonable fees, costs and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not promptly deliver the acknowledgment referred to in Section 7.03(b) within thirty (30) days of receipt of notice of the Third Party Claim pursuant to Section 7.03(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or (v) the Indemnifying Party has failed or is failing to prosecute or defend the Third Party Claim vigorously and prudently. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of Section 7.03(c), the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim following notice thereofif the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with Section 7.03(c), the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim subject and to this Article IX employ separate counsel of its choice for such purpose, in which case the fees, costs and expenses of such separate counsel shall be borne by the Indemnified Party; provided that Indemnifying Party shall pay the fees, costs and expenses of such separate counsel of the Indemnified Party if (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim, (ii) if representation of both the Indemnifying Party and the records Indemnified Party by the same counsel would create a conflict of each interest or (iii) the Indemnified Party shall have reasonably concluded that there may be reasonably legal defenses available to it which are different from or additional to those available to the other with respect Indemnifying Party. (f) Each party shall reasonably cooperate, and cause their respective Affiliates to such defensereasonably cooperate, in the defense or prosecution of any Third Party Claim.

Third Party Claim Procedures. In (a) The Indemnified Party agrees to give prompt notice in writing to the case Indemnifying Party of the assertion of any claim asserted or the commencement of any Legal Proceeding by a any third party (a “Third Party Claim”) against a party entitled to indemnification in respect of which indemnity may be sought under this Agreement (an “Indemnified Party”), Section 9.02. Such notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results in a lack of actual notice to shall have adversely prejudiced the Indemnifying Party and such Party. The Indemnifying Party is materially prejudiced as a result has received notice of such failure the Existing Asbestos Litigation and US Smelter Existing Claims. (b) Subject to be given notice. If Seller’s right to control any Existing Asbestos Litigation or US Smelter Existing Claims in accordance with Section 5.21, the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Article IX and the records of each Section 9.04, shall be reasonably available entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided, however, that the Indemnifying Party shall not be entitled to assume control of a Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal Legal Proceeding, indictment or allegation, (ii) the Third Party Claim seeks injunctive or other equitable relief, or, if adversely determined, would impair in any material respect the financial condition, business, operations, reputation or prospects of Buyer or its Subsidiaries (including the Company Group), (iii) the indemnification obligation of the Indemnifying Party (after the application, if applicable, of any cap on Damages) is determined in good faith by Buyer to be less than the potential maximum Damages amount of the Third Party Claim at issue, or (iv) with respect to the other Third Party Claim, the Indemnified Party is Buyer or any of its Affiliates and is seeking, or reasonably expects to receive, recovery under the R&W Insurance Policy or a reductions in the retention thereunder. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 9.04, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third Party Claim, if the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such defenseThird Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) The Indemnified Party shall not admit liability in respect of any Third Party Claim, nor enter into any settlement of such Third Party Claim, without the prior written consent of the Indemnifying Party. (e) Each Party shall cooperate, and cause its Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third a) The Party Claim”) against a party entitled to seeking indemnification under this Agreement Section 7.01 or Section 7.02, as applicable, (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required Party against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third-Party Claim, ”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third-Party Claim and the Indemnified Party shall permit basis for indemnification (taking into account the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third-Party Claim and, subject to the Indemnifying Party limitations set forth in this Section 7.03, shall be entitled to control and appoint lead counsel for such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. defense, in each case at its own expense. (c) If the Indemnifying Party does not promptly shall assume the control of the defense of such Third any Third-Party Claim following notice thereofin accordance with the provisions of this Section 7.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third-Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third-Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates, and the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, participate in the defense of any Third-Party Claim and to employ separate counsel of its choice for such Third Party Claim, purpose. The fees and expenses of such separate counsel shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting be paid by the Indemnified Party. (d) Each Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff shall cooperate, and cause their respective Affiliates to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate cooperate, in the defense or prosecution of any Third Third-Party Claim subject and shall furnish or cause to this Article IX be furnished such records, information and the records of each shall testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably available to the other with respect to such defenserequested in connection therewith.

Third Party Claim Procedures. In the case of any claim asserted by a third (a) The party (a “Third Party Claim”) against a party entitled to seeking indemnification under this Article 12 (or any other provision of this Agreement that expressly provides for indemnification) (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under this Article or such Indemnified Party has actual knowledge other provision of this Agreement. Such notice shall set forth in reasonable detail such Third Party Claim, including the amount thereof (estimated, if necessary, and if then estimable), and the Indemnified Party shall permit basis for indemnification (taking into account the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results in a lack of actual notice to shall have actually prejudiced the Indemnifying Party and such Party. (b) The Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Article IX and the records of each Section 12.03, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim, if the settlement does not expressly unconditionally release the Indemnified Party and its affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its affiliates, (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose and (iii) the Indemnified Party shall not enter into any settlement of such Third Party Claim without the prior written consent of the Indemnifying Party. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) In connection with the defense or prosecution of any Third Party Claim, each party shall (i) cooperate, and cause its respective Affiliates to cooperate, in the defense or prosecution of such claim, (ii) furnish or cause to be furnished such documents, records, information and testimony, grant or cause to be granted access to all reasonably requested witnesses, and attend such conferences, discovery proceedings, hearings, trials or appeals, in each case as may be reasonably requested in connection therewith, and (iii) take all reasonable steps to make available to the other with respect party, upon written request, its former and current employees, other personnel and agents (whether as witnesses or otherwise) to the extent that such persons may reasonably be required in connection therewith. Neither Seller nor Buyer will (and each of Seller and Buyer shall cause its respective Affiliates not to) destroy or dispose of any documents, records or information related to the defense or prosecution of any Third Party Claim without first using its reasonable best efforts to notify the other party of the proposed destruction or disposition and giving the other party the opportunity to take possession of or copy such documents, records or information prior to such defensedestruction or disposition.

Third Party Claim Procedures. In (a) The Party seeking indemnification under this Article XI (the case "Indemnified Party") agrees to give prompt notice in writing to the Party against whom indemnity is to be sought (the "Indemnifying Party") of the assertion of any claim asserted or the commencement of any suit, action or proceeding by a any third party (a “Third "Third-Party Claim”") against a party entitled to indemnification in respect of which indemnity may be sought under this Agreement (an “Indemnified Party”), such Section. Such notice shall be given by set forth in reasonable detail such Third-Party Claim and the Indemnified Party to the party required to provide basis for indemnification (taking into account the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate of a Third-Party Claim that arises within the applicable limitations period set forth in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein Section 11.1 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have actually prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third-Party Claim and, subject to the Indemnifying Party limitations set forth in this Section 11.3, shall be entitled to control and appoint lead counsel for such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. defense, in each case at its own expense. (c) If the Indemnifying Party does not promptly shall assume the control of the defense of such Third any Third-Party Claim following notice thereofin accordance with the provisions of this Section 11.3, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third-Party Claim, if the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third-Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, participate in the defense of any Third-Party Claim and to employ separate counsel of its choice for such Third purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) In connection with the defense or prosecution of any Third-Party Claim, each Party shall consent (i) cooperate, and cause its respective Affiliates to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate cooperate, in the defense or prosecution of any Third Party Claim subject such claim, (ii) furnish or cause to this Article IX be furnished such documents, records, information and the records of testimony, grant or cause to be granted access to all reasonably requested witnesses, and attend such conferences, discovery proceedings, hearings, trials or appeals, in each shall case as may be reasonably requested in connection therewith, and (iii) take all reasonable steps to make available to the other with respect Party, upon written request, its former and current employees, other personnel and agents (whether as witnesses or otherwise) to the extent that such persons may reasonably be required in connection therewith. Neither Swan Sponsor nor Parent shall (and each of Swan Sponsor and Parent shall cause its respective Affiliates not to) destroy or dispose of any documents, records or information related to the defense or prosecution of any Third-Party Claim without first using its reasonable best efforts to notify the other Party of the proposed destruction or disposition and giving the other Party the opportunity to take possession of or copy such documents, records or information prior to such defensedestruction or disposition.

Third Party Claim Procedures. In the case of any claim asserted by a third (a) The party (a “Third Party Claim”) against a party entitled to seeking indemnification under this Agreement Section 6.01 (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third the assertion of any claim or the commencement of any suit, action or proceeding by any third-party (“Third-Party Claim, ”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third-Party Claim and the Indemnified Party shall permit basis for indemnification (taking into account the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third-Party Claim and, subject to the Indemnifying Party limitations set forth in this Section 6.02, shall be entitled to control and appoint lead counsel for such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. defense, in each case at its own expense. (c) If the Indemnifying Party does not promptly shall assume the control of the defense of such Third any Third-Party Claim following notice thereofin accordance with the provisions of this Section 6.02, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third-Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third-Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, participate in the defense of any Third-Party Claim and to employ separate counsel of its choice for such Third Party Claim, purpose. The fees and expenses of such separate counsel shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting be paid by the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff Party. (d) Each party hereto shall cooperate, and cause their respective Affiliates to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate cooperate, in the defense or prosecution of any Third Third-Party Claim subject and shall furnish or cause to this Article IX be furnished such records, information and the records of each shall testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably available to the other with respect to such defenserequested in connection therewith.

Third Party Claim Procedures. In the case of any claim asserted by a third (a) The party (a “Third Party Claim”) against a party entitled to seeking indemnification under this Agreement ‎‎Section 7.02 (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third the assertion of any claim or the commencement of any suit, action or Proceeding by any third party (for the avoidance of doubt, a third party does not include an Affiliate of a party hereto) (“Third-Party Claim, ”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party shall permit Party). The failure to so notify the Indemnifying Party (at and, if applicable, the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party ClaimSubscriber) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual any Third-Party Claim and, subject to the limitations set forth in this ‎‎Section 7.04, shall be entitled to control and appoint lead counsel for such defense reasonably satisfactory to the Indemnified Party, in each case at its sole expense, by providing written notice to the Indemnifying Party and Indemnified Party, which notice shall (i) include an acknowledgement by such Indemnifying Party is materially prejudiced that the Indemnifying Party would have an indemnity obligation for the Damages resulting from such Third-Party Claim pursuant to this ‎‎Article 7 and (ii) include reasonable evidence that the Indemnifying Party has adequate resources to defend the Third-Party Claim and fulfill its indemnity obligations hereunder. (c) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third-Party Claim, and shall pay the fees and expenses of counsel (as a result of such failure to be given notice. If Damages hereunder) retained by the Indemnified Party hereunder, if (i) the Indemnifying Party does not promptly assume deliver the defense written notice referred to in ‎Section 7.04(b) within 30 days of such Third receipt of notice of the Third-Party Claim following notice thereofpursuant to ‎Section 7.04(a), (ii) the Third-Party Claim relates to or arises in connection with any criminal or quasi-criminal or regulatory proceeding, action, indictment, allegation or investigation, (iii) the Third-Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates; (iv) the Third-Party Claim relates to Taxes or Tax Returns of the Indemnified Party or its direct or indirect equityholders, (v) the Indemnified Party shall be entitled have one or more legal or equitable defenses available to assume and control such defense and it which are different from or in addition to settle or agree those available to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to Party, and, in the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent reasonable opinion of the Indemnified Party, no counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party because such interests could be in conflict with those of the Indemnifying Party; or (vi) in the case of the Subscriber Indemnified Parties, it would reasonably be expected that the Damages arising from such Proceeding will exceed the limits on Parents’ indemnification obligations set forth in this ‎‎Article 7 at such time after taking into account the aggregate amount of all Damages that would reasonably be expected to arise from other then pending claims against Parents or the Company. (d) If the Indemnifying Party is controlling the defense of a Third-Party Claim in accordance with the provisions of this ‎‎Section 7.04, the Indemnifying Party shall not agree to any such Third settlement, compromise or discharge of a Third-Party Claim, Claim unless the settlement (i) shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each the claimant or the plaintiff to such of a full and unconditional release of the Indemnified Party of an irrevocable release Party, from all liability with respect to the matters that are subject to such Third-Party Claim, (ii) does not contain any admission of wrongdoing or material sanction or restriction upon the conduct or operation of any business conducted by the Indemnified Party or its Affiliates and wrongdoing (iii) involves only monetary Damages for which the Indemnified Party is entitled to indemnification pursuant to this ‎‎Article 7, or otherwise shall have been approved in writing by the Indemnified Party. If the Indemnifying Party does not timely deliver the notice contemplated by ‎Section 7.04(b), or if such notice is given on a timely basis but any of the other conditions in ‎Section 7.04(b) or ‎Section 7.04(c) is or becomes unsatisfied, (A) the Indemnified Party may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third-Party Claim; provided that, in the case of any such entry of judgment, compromise or settlement, the Indemnifying Party shall have given its prior written consent thereto (which consent shall not be unreasonably withheld, delayed or conditioned by the Indemnifying Party) and (B) the Indemnifying Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third-Party Claim in accordance with the provisions of this ‎‎Section 7.04, the Indemnified Party shall be entitled to participate in the defense of such Third-Party Claim and to employ separate counsel of its choice for such purpose, in which case the fees and expenses of such separate counsel incurred by the Indemnified Party after such time as the Indemnifying Party assumed control of the defense of such Third-Party Claim in accordance with ‎Section 7.04(a) and ‎‎Section 7.04(c) shall be borne by the Indemnified Party; provided, that in such event the Indemnifying Party shall pay the fees and expenses of such separate counsel (as Damages hereunder) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third-Party Claim or during any period in which the Indemnifying Party ceases to be eligible to maintain control of the defense of such Third-Party Claim, in either case as provided in‎ ‎‎Section 7.04(c). (f) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in good faith in the defense or prosecution of any Third-Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery Proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith, subject in each case to the execution of customary confidentiality and joint defense agreements. (g) Notwithstanding the foregoing, ‎Section 7.04(b) through ‎‎Section 7.04(e) will not govern claims in respect of Taxes of the Company or any Company Subsidiary under ‎‎Section 7.02, which will be subject to ‎Section 7.04(a), ‎‎Section 7.04(f) and this ‎‎Section 7.04(g). If, after the Closing, the Company or any Company Subsidiary receives notice of a Tax claim that could give rise to an indemnification payment under ‎‎Section 7.02, the Company or any applicable Company Subsidiary, as the case may be, will have the right to control the conduct and resolution of any such Tax claim, provided, however, that with respect to any such Tax claim for a material amount of Taxes, the Company or any applicable Company Subsidiary, as the case may be, (i) will keep the Subscriber informed of all material developments and events relating to such Tax claim on a timely basis, (ii) will consult with the Subscriber before taking any significant action with respect to such Third Party Claim. Seller Tax claim and Buyers shall cooperate give the Subscriber an opportunity to participate in the defense of any Third Party Claim subject to this Article IX and the records of each shall be reasonably available to the other significant meetings or discussions with any Governmental Entities with respect to such defenseTax claim, and (iii) will not resolve any such Tax claim that could potentially affect Tax liabilities of the Subscriber without the Subscriber’s written consent, which consent will not be unreasonably withheld, conditioned or delayed.

Third Party Claim Procedures. In (a) Each Indemnified Party seeking indemnification under Section 7.02 agrees to give prompt notice in writing to the case Indemnifying Party against whom indemnity is to be sought of the assertion of any claim asserted or the commencement of any Action by a third party any Third Party (a “Third Party Claim”) against a party entitled to indemnification in respect of which indemnity may be sought under this Agreement (an “Indemnified Party”), such Section. Such notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge that it would have an indemnity obligation for the Damages resulting from such Third Party Claim as provided under this Article 7 and such (ii) furnish the Indemnified Party with evidence that the Indemnifying Party is materially prejudiced as a result has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be entitled to assume or maintain control of such failure to be given notice. If the defense of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not promptly deliver the acknowledgment referred to in Section 7.03(b)(i) within thirty (30) days of receipt of notice of the Third Party Claim pursuant to Section 7.03(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or (v) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 7.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of such Third Party Claim, if the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim following notice thereofor the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with paragraphs (b) and (c) above, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim subject and to this Article IX employ separate counsel of its choice for such purpose, in which case the fees and expenses of such separate counsel shall be borne by the Indemnified Party; provided that in such event the Indemnifying Party shall pay the fees and expenses of such separate counsel (i) incurred by the Indemnified Party prior to the date of the Indemnifying Party assumes control of the defense of the Third Party Claim or (ii) if representation of both the Indemnifying Party and the records Indemnified Party by the same counsel would create a conflict of each interest. (f) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably available to the other with respect to such defenserequested in connection therewith.

Third Party Claim Procedures. In (a) The Sellers shall be entitled to require the case Buyer (in the name of the Acquired Entities if the Sellers so request) or the Acquired Entities at the expense of the Sellers to take all such reasonable steps or proceedings as the Sellers may consider reasonably necessary in order to avoid, dispute, resist, mitigate, compromise, defend or appeal against any relevant third party claim (that is to say any claim asserted by a third party against the Acquired Entities which will or may give rise to a Claim other than a claim under the Taxation Warranties or under Section 8.1(a) (Tax Indemnity), a “Relevant Third Party Claim”) against a party entitled and the Buyer shall act or shall procure that the Acquired Entities shall act in accordance with any such requirements subject to indemnification under this Agreement (an “Indemnified Party”), notice shall be given the Buyer and/or the Acquired Entities being indemnified by the Indemnified Party Sellers to the party required reasonable satisfaction of the Buyer against all reasonable costs and expenses incurred or to provide indemnification (be incurred in connection with the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge taking of such steps or proceedings. (b) For the purpose of enabling the Sellers to avoid, dispute, resist, mitigate, compromise, defend or appeal against any Relevant Third Party ClaimClaim or to decide what steps or proceedings should be taken in order to do so, and the Indemnified Party shall permit Buyer shall: (i) give written notice to the Indemnifying Party (at the expense Sellers within 30 days of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such any Relevant Third Party Claim) Claim or any circumstances giving or likely to assume the defense of such give rise to a Relevant Third Party ClaimClaim coming to its notice, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give such notice as provided herein shall not relieve the Indemnifying Party Sellers of its indemnification obligation under this Agreement obligations and liabilities with respect to a breach of representation or warranty, except to the extent that such failure results the Sellers prove the amount by which they are harmed thereby; (ii) disclose in a lack of actual notice writing to the Indemnifying Party Sellers all information and such Indemnifying Party is materially prejudiced as a result of such failure documents reasonably requested by the Sellers relating to be given notice. If the Indemnifying Party does not promptly assume the defense of such any Relevant Third Party Claim following and, if requested by the Sellers, on reasonable notice thereofgive the Sellers and their professional advisers reasonable access during normal working hours to the personnel of the Buyer and/or the Acquired Entities as the case may be to enable the Sellers and their professional advisers to interview such personnel; (iii) not make any admission of liability, agreement or compromise with any person, body or authority in relation to the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Relevant Third Party Claim without prior consultation with the consent Sellers; (c) The Sellers shall reimburse to the Buyer or Acquired Entities (as the case may be) all costs, charges and expenses reasonably incurred by any of them in complying with its obligations under Section 9.4. (d) Payment of any claim by a third party shall to the extent of such payment satisfy and preclude any other claim which is capable of being made against the Sellers in respect of the Indemnifying Party without prejudice same subject matter to the ability intent that the Buyer shall not be entitled to recover more than once in respect of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate in the defense of any Third Party Claim subject to this Article IX and the records of each shall be reasonably available to the other with respect to such defensesame sum.

Third Party Claim Procedures. In (a) The party seeking indemnification under Section 9 (the case "Indemnified Party") agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the "Indemnifying Party") of the assertion of any claim asserted or the commencement of any suit, action or proceeding by a any third party (a “"Third Party Claim”") against a party in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have actually prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to indemnification under participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Agreement (an “Indemnified Party”)Section, notice shall be given entitled to control and appoint lead counsel for such defense, in each case at its own expense. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 11, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld; provided, that any consent which requires the admission of guilt, liability or wrongdoing by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”shall not be deemed unreasonably withheld) promptly after such Indemnified Party has actual knowledge before entering into any settlement of such Third Party Claim, Claim if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall permit be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) If the Indemnifying Party shall not assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 11, the Indemnified Party shall (at the expense of such Indemnifying Party and so long as i) keep the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume reasonably informed of the defense of such Third Party Claim, provided that (a) counsel for including by providing regular reports with respect to the Indemnifying Party who shall conduct status of the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expenseClaim, and (bii) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with obtain the prior written consent of the Indemnified PartyIndemnifying Party (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim. (e) Each party shall cooperate, no Indemnifying Partyand cause their respective Affiliates to cooperate, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate in the defense prosecution of any Third Party Claim subject and shall furnish or cause to this Article IX be furnished such records, information and the records of each shall testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably available to the other with respect to such defenserequested in connection therewith.

Third Party Claim Procedures. In the case of any claim asserted by a third (a) The party (a “Third Party Claim”) against a party entitled to seeking indemnification under this Agreement Section 9.02 (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such Section. If such notice is being given by a Buyer Indemnified Party, and such notice shall be delivered to the Indemnified Party Sellers’ Representative. Such notice shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results in a lack of actual notice to shall have actually prejudiced the Indemnifying Party and such Party. (b) The Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge that it would have an indemnity obligation for the Damages resulting from such Third Party Claim as provided under this Article IX 9 and (ii) furnish the records Indemnified Party with evidence that the Indemnifying Party has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be entitled to assume or maintain control of each the defense of any Third Party Claim and shall be reasonably available pay the fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not deliver the acknowledgment referred to in Section 9.03(b)(i) within 30 days of receipt of notice of the other with respect Third Party Claim pursuant to such defense.Section 9.03(a),

Third Party Claim Procedures. In (a) The Indemnified Party agrees to give prompt notice in writing to the case Warrantors or Other Shareholders (each, a “Indemnifying Party”), as applicable, of the assertion of any claim asserted or the commencement of any suit, action or proceeding by a any third party (a the “Third Party Claim”) against a party entitled to indemnification in respect of which indemnity may be sought under this Agreement (an “Indemnified Party”), notice shall be given by the Indemnified Party to the party required to ‎Section 9.02 or ‎Section 9.03 and provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense available material evidence of such Third Party Claim including court paper. Such notice shall be reasonably satisfactory set forth the nature and description in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have actually prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge that it would have an indemnity obligation for the Damages resulting from such Third Party Claim as provided under this ‎Article 9 and such (ii) furnish the Indemnified Party with evidence that the Indemnifying Party is materially prejudiced as a result has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be entitled to assume or maintain control of such failure to be given notice. If the defense of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not promptly deliver the acknowledgment referred to in ‎Section 9.05(b) within 30 days of receipt of notice of the Third Party Claim pursuant to ‎Section 9.05(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates (for this purpose including each Group Company), (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or (v) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 9.05, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of such Third Party Claim, if the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates (for this purpose including each Group Company) from all liabilities and obligations with respect to such Third Party Claim following notice thereofor the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with paragraphs (c) and (d) above, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim subject and to this Article IX employ separate counsel of its choice for such purpose, in which case the fees and expenses of such separate counsel shall be borne by the Indemnified Party; provided that in such event the Indemnifying Party shall pay the fees and expenses of such separate counsel (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim or (ii) if representation of both the Indemnifying Party and the records Indemnified Party by the same counsel would create a conflict of each interest. (f) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably available to the other with respect to such defenserequested in connection therewith.

Third Party Claim Procedures. (a) In the event that any Litigation for which an indemnifying party (an “Indemnifying Party”) may have liability hereunder to a Buyer Indemnitee or a Seller Indemnitee, as the case may be (an “Indemnified Party”), other than any such Litigation relating to Taxes (which are the subject of Section 5.4), is asserted against or sought to be collected from any claim asserted Indemnified Party by a third party (a “Third Party Claim”) against a party entitled to indemnification under this Agreement (an “Indemnified Party”), notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge shall reasonably promptly, but in no event more than 20 Business Days following such Indemnified Party’s receipt of a Third Party Claim, notify the Indemnifying Party in writing of such Third Party Claim describing in reasonable detail the facts and circumstances with respect to the subject matter of such Third Party Claim, and the Indemnified Party amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall permit not be conclusive of the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense final amount of such Third Party Claim), provided that (a) counsel any other remedy sought thereunder, any relevant time constraints relating thereto, the basis for which indemnification is sought and copies of the Indemnifying Party who shall conduct the defense of relevant documents evidencing such Third Party Claim shall be reasonably satisfactory to the Indemnified Party(a “Claim Notice”); provided, and the Indemnified Party may participate in such defense at such Indemnified Party’s expensehowever, and (b) that the failure of any Indemnified Party timely to give notice as provided herein a Claim Notice shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement with respect to such Third Party Claim except to the extent that such failure results in has a lack of actual notice to prejudicial effect on the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure with respect to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof(except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to provide such notice). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, as soon as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all notices, court papers and other relevant documents received by the Indemnified Party relating to the Third Party Claim. The Indemnifying Party shall have 20 Business Days (or such lesser number of days set forth in the Claim Notice as may be entitled required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to defend the Indemnified Party against such Third Party Claim unless the Indemnified Party has notified the Indemnifying Party in the Claim Notice that it has determined in good faith that there is a reasonable probability that such Third Party Claim may result in injunctive or other nonmonetary relief against the Indemnified Party or any of its Affiliates, in which case the Indemnifying Party shall not have any rights to defend the Indemnified Party against such Third Party Claim and the Indemnified Party shall assume such defense at the Indemnifying Party’s expense. (b) In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against a Third Party Claim, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense at its expense, with counsel reasonably satisfactory to the Indemnified Party; provided that the Indemnifying Party shall so direct and control the defense of any Special Litigation. Once the Indemnifying Party has duly assumed the defense of a Third Party Claim, the Indemnified Party shall have the right, but not the obligation, to participate in any such defense and to settle employ separate counsel of its choosing. The Indemnified Party shall participate in any such defense at its expense; provided, however, that if (i) the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or agree to pay in full such potential differing interests between them, (ii) the Indemnified Party assumes the defense of a Third Party Claim without the consent of after the Indemnifying Party without prejudice has failed to diligently pursue a Third Party Claim it has assumed, as provided in the first sentence of clause (c) of this Section 8.6, or (iii) the Indemnifying Party is not entitled to a legal defense or counterclaim available to the ability Indemnified Party, then the Indemnifying Party shall be liable for the reasonable fees and expenses of one outside counsel to the Indemnified Party to enforce its claim in each jurisdiction for indemnification against which the Indemnified Party reasonably determines counsel is required. The Indemnifying Party hereunder. Except with shall not, without the prior written consent of the Indemnified Party, no Indemnifying Partysettle, in the defense of compromise or offer to settle or compromise any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement Claim on a basis that provides for would result in (A) injunctive or other nonmonetary relief affecting against the Indemnified Party or any of its Affiliates, including the imposition of a consent order, injunction or decree that does not include as an unconditional term thereof would restrict the giving by each claimant future activity or plaintiff to such conduct of the Indemnified Party or any of an irrevocable release its Affiliates, (B) a finding or admission of a violation of Law or violation of the rights of any Person by the Indemnified Party or any of its Affiliates or (C) any monetary liability of the Indemnified Party that will not be promptly paid or reimbursed by the Indemnifying Party. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall not, without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed, settle, compromise or offer to settle or compromise any Third Party Claim. (c) If the Indemnifying Party (i) elects not to defend the Indemnified Party against a Third Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise, (ii) is not entitled to defend the Third Party Claim pursuant to clause (a) of this Section 8.6 or (iii) after assuming the defense of a Third Party Claim, fails to take reasonable steps necessary to defend diligently such Third Party Claim within 10 Business Days after receiving written notice from the Indemnified Party to the effect that the Indemnifying Party has so failed, the Indemnified Party shall have the right, at all liability times, but not the obligation to assume its own defense and wrongdoing with respect the Indemnifying Party shall have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its choosing at its own expense. In no event shall the Indemnified Party’s right to indemnification for a Third Party Claim be adversely affected by its assumption of the defense of such Third Party Claim. Seller . (d) The Indemnified Party and Buyers the Indemnifying Party shall cooperate in order to ensure the proper and adequate defense of a Third Party Claim, including by providing access to each other’s relevant business records and other documents, and employees; it being understood that such cooperation shall not affect the indemnifiability hereunder of the costs and expenses of the Indemnified Party relating thereto. The Indemnifying Party shall keep the Indemnified Party reasonably apprised of any significant developments relating to any Third Party Claim subject to this Article IX of which the Indemnifying Party has assumed the defense, including any proposed compromise, settlement or appeal with respect thereto. (e) The Indemnified Party and the records Indemnifying Party shall use their reasonable best efforts to avoid production of each shall confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing any party to a Third Party Claim to be reasonably available made so as to the other with respect to such defensepreserve any applicable attorney-client or work-product privileges.

Third Party Claim Procedures. In the case (a) The provisions of any claim asserted by this Clause 7.03 do not apply to a third Claim for Tax. (b) The party (a “Third Party Claim”) against a party entitled to seeking indemnification under this Agreement Clause 7.02 (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such the assertion of any claim or the commencement of any suit, action or proceeding by any third party (excluding a Tax Claim) (“Third Party Claim, and the Indemnified Party ”) in respect of which indemnity may be sought. Such notice shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results in a lack of actual notice to shall have materially and adversely prejudiced the Indemnifying Party and such Party. (c) The Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Article IX and the records of each Section, shall be reasonably available entitled to control and appoint lead counsel for such defense, in each case at its own expense provided that prior to assuming control of such defense, the Indemnifying Party must acknowledge that it would have, to the extent provided under this Section 7, an indemnity obligation for the Damages resulting from such Third Party Claim (without prejudice to the agreement or determination of the damages or other remedies available in relation to such obligation). (d) The Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not deliver the acknowledgment referred to in Clause 7.03(b) within 30 days of receipt of notice of the Third Party Claim pursuant to Clause 7.03(b) (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates. (e) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Clause 7.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim in circumstances where the settlement does not expressly and unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such defenseThird Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates. (f) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or pursuit of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith (other than any such records or information as may be legally privileged). (g) If the Indemnifying Party does not assume the control of the defense of any Third Party Claim in accordance with the provisions of this Clause 7.03, subject to the Indemnifying Party indemnifying the Indemnified Party with respect to any Damages incurred by the Indemnified Party as a result of any such action requested in accordance with this sub-clause (g), the Indemnified Party shall (and shall procure that the members of the Target Group or Retained Group, as applicable, shall) take all such actions as the Indemnifying Party may reasonably request in writing, to negotiate, dispute or defend any actual or threatened Third Party Claim and not admit liability in relation to, nor settle or compromise, any actual or threatened Third Party Claim without the prior written approval of the Indemnifying Party (such approval not to be unreasonably withheld or delayed); provided that nothing in this Clause 7.03(g), shall oblige an Indemnified Party to take any action which, in the reasonable opinion of the Indemnified Party, such action would be materially prejudicial to the business interests of such Indemnified Party.

Third Party Claim Procedures. In (a) The party seeking indemnification under Section 10.02 (the case “Indemnified Party”) agrees to give prompt notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim asserted or the commencement of any suit, action or proceeding by a third party any Third Party (each, a “Third Party Claim”) against a party entitled to indemnification in respect of which indemnity may be sought under this Agreement (an “Indemnified Party”), Section 10.02. Such notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results in a lack of actual notice to shall have adversely prejudiced the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given noticeParty. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereofThereafter, the Indemnified Party shall be entitled deliver to assume the Indemnifying Party, as promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all written notices and control documents (including any court papers) received by the Indemnified Party relating to the Third Party Claim and the Indemnified Party shall provide the Indemnifying Party with such defense and other information with respect to settle or agree to pay in full any such Third Party Claim without the consent of reasonably requested by the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Party. (b) The Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent be entitled to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim subject and may, upon written notice to this Article IX the Indemnified Party, assume control of the defense, appeal and settlement of such Third Party Claim and appoint lead counsel for such defense, in each case at its sole cost and expense; provided, however, that the Indemnifying Party shall not be entitled to: (i) assume the defense, appeal or settlement of any Third Party Claim if: (A) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; or (B) the Third Party Claim seeks any injunction or equitable relief against the Indemnified Party; or (ii) maintain control of the defense, appeal or settlement of any Third Party Claim if the Indemnifying Party has failed or is failing to defend in good faith the Third Party Claim and the records Indemnified Party has provided prior written notice and a reasonable opportunity for the Indemnifying Party to cure such failure. (c) If the Indemnifying Party is entitled to do so and has assumed the defense, appeal or settlement proceedings of each the Third Party Claim in accordance herewith, the Indemnified Party may retain separate counsel at its sole cost and expense and participate in the defense, appeal or settlement proceedings of the Third Party Claim; provided that if the Indemnified Party shall be reasonably conclude that: (i) there is a material conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such claim; or (ii) there are specific defenses or claims available to the other Indemnified Party which are different from or additional to those available to the Indemnifying Party and which could be materially adverse to the Indemnifying Party, then the reasonable fees and disbursements of one counsel for the Indemnified Party shall be paid by the Indemnifying Party; provided that the Indemnifying Party shall not be required to pay for more than one counsel for all Indemnified Parties in connection with any Third Party Claim. The Indemnified Party may take any actions reasonably necessary to defend such Third Party Claim prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim and shall be entitled to all reasonable fees and expenses of counsel incurred in connection therewith prior to such date. (d) If the Indemnifying Party is entitled to do so and has assumed the defense, appeal or settlement proceedings of the Third Party Claim in accordance herewith, the Indemnifying Party shall not enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that consent of the Indemnified Party shall not be required for any such settlement if: (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party; (ii) such settlement does not permit any order, injunction or other equitable relief to be entered, directly or indirectly, against the Indemnified Party; and (iii) such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such Third Party Claim and does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. Whether or not the Indemnifying Party has assumed the defense, appeal or settlement proceedings, the Indemnifying Party shall not be obligated to indemnify any Indemnified Party hereunder for any settlement entered into or any judgment that was consented to without the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). (e) Each party shall cooperate, and cause its Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. In The Indemnified Party may, upon reasonable notice, tender the case exclusive defense of any claim asserted by a third party (a “Third Party Claim”Claim (subject to the provisions of this Section 9.04(c)) against to the Indemnifying Party. If (i) the defense of a party entitled Third Party Claim is so tendered and within thirty (30) days thereafter such tender is accepted without qualification (or reservation of rights) by the Indemnifying Party; or (ii) within thirty (30) days after the date on which written notice of a Third Party Claim has been given pursuant to indemnification under this Agreement (an “Indemnified Party”Section 9.04(c), notice the Indemnifying Party shall be given by acknowledge in writing to the Indemnified Party to and without qualification (or reservation of rights) its indemnification obligations as provided in this ARTICLE IX; then, except as hereinafter provided, the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of shall not, and the Indemnifying Party shall, have the right to contest, defend, litigate or settle such Third Party Claim, and the . The Indemnified Party shall permit have the right to be represented by counsel at its own expense in any such contest, defense, litigation or settlement conducted by the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume reimbursement therefor if the Indemnifying Party shall lose its right to contest, defend, litigate and control such defense and to settle or agree to pay in full such the Third Party Claim without as herein provided. The Indemnifying Party shall lose its right to defend and settle the consent of Third Party Claim if it shall fail to diligently contest, defend, litigate and settle the Third Party Claim as provided herein. So long as the Indemnifying Party without prejudice has not lost its right, defend, litigate and settle and/or obligation to contest, defend, litigate and settle as herein provided, the ability Indemnifying Party shall have the exclusive right to contest, defend and litigate the Third Party Claim and shall have the right, upon receiving the prior written approval of the Indemnified Party to enforce its claim for indemnification against (which shall not be unreasonably withheld unless such settlement does not fulfill the Indemnifying Party hereunder. Except with conditions set forth in the prior written consent following sentence and which shall be deemed automatically given if a response has not been received within the thirty (30) day period following receipt of the proposed settlement by the Indemnified Party), no to settle any such matter, either before or after the initiation of litigation, at such time and upon such terms as it deems fair and reasonable. Notwithstanding anything to the contrary herein contained, in connection with any settlement negotiated by an Indemnifying Party, in no Indemnified Party or Indemnifying Party (as the case may be) that is not controlling the defense and or settlement of any such the Third Party Claim, Claim (the “Non-Control Party”) shall consent be required by an Indemnifying Party or Indemnified Party controlling the litigation to entry of any judgment or (and no such party shall) (x) enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving delivery by each the claimant or plaintiff to such Indemnified the Non-Control Party of an irrevocable a release from all liability in respect of such claim or litigation, (y) enter into any settlement that attributes by its terms liability to the Non-Control Party or which may otherwise have an adverse effect on the Indemnified Party’s business, or (z) consent to the entry of any judgment that does not include as a term thereof a full dismissal of the litigation or proceeding with prejudice. All expenses (including attorneys’ fees) incurred by the Indemnifying Party in connection with the foregoing shall be paid by the Indemnifying Party. No failure by an Indemnifying Party to acknowledge in writing its indemnification obligations under this ARTICLE IX shall relieve it of such obligations to the extent they exist. If an Indemnified Party is entitled to indemnification against a Third Party Claim, and wrongdoing the Indemnifying Party fails to accept a tender of, or assume, the defense of a Third Party Claim pursuant to this ARTICLE IX, or if, in accordance with respect the foregoing, the Indemnifying Party does not have the right or shall lose its right to contest, defend, litigate and settle such a Third Party Claim, the Indemnified Party shall have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such Third Party Claim, and may settle such Third Party Claim, either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable, provided that at least twenty (20) days prior to any such settlement, written notice of its intention to settle is given to the Indemnifying Party. Seller If, pursuant to this Section 9.04(c), the Indemnified Party so contests, defends, litigates or settles a Third Party Claim, for which it is entitled to indemnification hereunder as provided herein, the Indemnified Party shall be reimbursed by the Indemnifying Party for the reasonable attorneys’ fees and Buyers other expenses of defending, contesting, litigating and/or settling the Third Party Claim which are incurred from time to time, forthwith following the presentation to the Indemnifying Party of itemized bills for said attorneys’ fees and other expenses. The Indemnified Party or the Indemnifying Party, as the case may be, shall cooperate furnish such information in reasonable detail as it may have with respect to a Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) to the other party if such other party is assuming defense of such claim, and make available all records and other similar materials which are reasonably required in the defense of any such Third Party Claim subject to this Article IX and shall otherwise cooperate with and assist the records defending party in the defense of each shall be reasonably available to the other with respect to such defenseThird Party Claim.

Third Party Claim Procedures. In (a) The Party seeking indemnification under Clause 13 (the case “Indemnified Party”) shall promptly notify the Party against whom indemnity is to be sought (the “Indemnifying Party”) of any claim asserted or proceeding, or threatened claim or proceeding by any Third Party which could lead to a third party Loss (a “Third Party Claim”). The failure to provide such notice shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely prejudiced the Indemnifying Party. (b) against a party entitled Subject to indemnification under this Agreement (an “Indemnified Party”Clause 14(c), notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at to take control of the expense conduct, defense and settlement of a Third Party Claim; provided, however, that prior to assuming control of such Indemnifying Party and so long as defense, the Indemnifying Party acknowledges in writing its must acknowledge that it would have an indemnity obligation to indemnify the Indemnified Party for any Losses related to resulting from such Third Party Claim. (c) The Indemnifying Party shall not be entitled to assume or maintain control of the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such any Third Party Claim and shall be reasonably satisfactory to pay the Indemnified Party, fees and expenses of counsel retained by the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and if (bi) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume deliver the acknowledgment referred to in Clause 14(b) within 30 days of receipt of notice of the Third Party Claim referred to in Clause 14(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or (iv) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim. (d) In circumstances where the Indemnifying Party is controlling the defense of such a Third Party Claim following notice thereofin accordance with Clauses 14(b) and 14(c) above, the Indemnified Party shall be entitled to assume and control such participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose, in which case the fees and expenses of such separate counsel shall be borne by the Indemnified Party; provided that in such event the Indemnifying Party shall pay the fees and expenses of such separate counsel (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim and (ii) if representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest. (e) The Indemnifying Party shall not compromise or otherwise settle or agree to pay in full such any Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no which consent shall not be unreasonably withheld or delayed. (f) The Indemnified Party shall reasonably assist at the cost of the Indemnifying Party, Party in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability investigation and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate in the defense of any Third Party Claim. (g) If the Indemnifying Party has assumed the control of the conduct of the defense of a Third Party Claim subject in accordance with Clause 14(b), the Indemnified Party shall not settle any Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (h) The Indemnified Party will take reasonable steps to this Article IX and the records mitigate any Loss in accordance with applicable Law in respect of each shall be reasonably available to the other with respect to such defenseany Third Party Claim.

Third Party Claim Procedures. In the case of any claim asserted by a third (a) The party (a “Third Party Claim”) against a party entitled to seeking indemnification under this Agreement Section 6.01 (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third the assertion of any claim or the commencement of any suit, action or proceeding by any third-party (“Third-Party Claim, ”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third-Party Claim and the Indemnified Party shall permit basis for indemnification (taking into account the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third-Party Claim and, subject to the Indemnifying Party limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. defense, in each case at its own expense. (c) If the Indemnifying Party does not promptly shall assume the control of the defense of such Third any Third-Party Claim following notice thereofin accordance with the provisions of this Section 6.02, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third-Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third-Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and (ii) the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, participate in the defense of any Third-Party Claim and to employ separate counsel of its choice for such Third Party Claim, purpose. The fees and expenses of such separate counsel shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting be paid by the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff Party. (d) Each party hereto shall cooperate, and cause their respective Affiliates to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate cooperate, in the defense or prosecution of any Third Third-Party Claim subject and shall furnish or cause to this Article IX be furnished such records, information and the records of each shall testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably available to the other with respect to such defenserequested in connection therewith.

Third Party Claim Procedures. In the case of any claim asserted by a third (a) The party (a “Third Party Claim”) against a party entitled to seeking indemnification under this Agreement Section 12.02 or Section 12.04, as applicable (an the “Indemnified Party”), agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third the assertion of any claim or the commencement of any Action by any third party (“Third-Party Claim”) in respect of which indemnity may be sought thereunder; provided, and however, the Indemnified Party shall permit failure to timely notify the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein such claim shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have materially and adversely prejudiced the Indemnifying Party. Such notice shall set forth in a lack reasonable detail such Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). (b) The Indemnifying Party shall be entitled to participate in the defense of actual any Third-Party Claim and, by giving written notice to the Indemnified Party and subject to the limitations set forth in this Section 12.06, shall be entitled to control and appoint lead counsel for such defense, at Indemnifying Party’s expense; provided, however, that the Indemnified Party is hereby authorized, and at the cost and expense of the Indemnifying Party (including reasonable attorneys’ fees and expenses), prior to the Indemnifying Party’s delivery of a written notice to the Indemnified Party of its election to defend such Third-Party Claim, to file any motion, answer or other pleading that it shall reasonably deem necessary to protect its interests or those of the Indemnifying Party is materially prejudiced as a result of such failure to be given noticeParty. If the Indemnifying Party does assumes the defense of any such Third-Party Claim as contemplated in this Section 12.06(b), the Indemnifying Party shall select counsel reasonably acceptable to the Indemnified Party (such consent not promptly assume to be unreasonably withheld, delayed or condition) to conduct the defense of such Third Third-Party Claim. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, it shall advise the Indemnified Party of the status of such Third-Party Claim following notice thereofand the defense thereon on a reasonably current basis and consider good faith recommendations made by the Indemnified Party with respect thereto. (c) The Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third-Party Claim if (i) the Third-Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Third-Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates, (iii) the Indemnifying Party has failed or is failing to prosecute or defend the Third-Party Claim vigorously or (iv) in the case of a Buyer Indemnified Party, the amount of the Third-Party Claim, if determined in accordance with the claimant’s demands, would reasonably be expected to result in Damages, together with all other unresolved claims for indemnification by the Buyer Indemnified Parties, the majority of which would not be available for recovery from the Equityholders under this ARTICLE 12 (other than as a result of the application of the Equityholders’ Basket). For the avoidance of doubt, the Indemnifying Party shall always have the right to control the defense of a Third-Party Claim to the extent filed against an Indemnifying Party (as opposed to a Buyer Indemnified Party). (d) If the Indemnifying Party shall assume the control of the defense of any Third-Party Claim in accordance with the provisions of this Section 12.06, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of such Third-Party Claim; provided that consent of the Indemnified Party shall not be required for any such settlement if (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and (ii) such settlement includes an unconditional release of the Buyer Indemnified Parties or the Equityholder Indemnified Parties, as the case may be, from all Liability on claims that are the subject matter of such Third-Party Claim and does not include any statement as to any finding or admission of fault, culpability or failure to act by or on behalf of the Buyer Indemnified Parties or the Equityholder Indemnified Parties, as the case may be. In the event the Indemnified Party is not permitted to defend the Third-Party Claim under Section 12.06(c), elects not to defend such Third-Party Claim or fails to notify the Indemnified Party in writing of its election to defend as provided in this Agreement in a timely manner, the Indemnified Party may pay, compromise, defend or settle such Third-Party Claim without the prior written consent of the Indemnifying Party and seek indemnification for any and all Losses based upon, arising from or relating to such Third-Party Claim in accordance with, and subject to the limitations of, this ARTICLE 12. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third-Party Claim in accordance with the foregoing, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, participate in the defense of any Third-Party Claim and to employ separate counsel of its choice for such Third purpose, in which case the fees and expenses of such separate counsel shall be borne by the Indemnified Party; provided that the Indemnifying Party Claimshall pay the fees and expenses of such separate counsel (and, as it relates to any Equityholders as the Indemnifying Party, such payment shall consent be in the form of a dollar-for-dollar reduction in the Indemnification Escrow to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the extent available) (i) to the extent incurred by the Indemnified Party before the date that the Indemnifying Party assumes control of the defense of the Third-Party Claim or that does not include as an unconditional term thereof (ii) if the giving by each claimant or plaintiff to such Indemnified Party is advised by counsel that (A) there is a conflict of an irrevocable release interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such claim or (B) there may be one or more defenses or claims available to the Indemnified Party that are different from all liability or additional to those available to the Indemnifying Party so as to result in a potential conflict of interest between the Indemnified Party and wrongdoing the Indemnifying Party. In the case of the foregoing clause (ii), the Indemnifying Party shall keep the Indemnified Party reasonably informed with respect to such Third Third-Party Claim. Seller Claim and Buyers cooperate with the Indemnified Party in connection therewith. (f) Each party shall cooperate cooperate, and cause its Affiliates to cooperate, in the defense or prosecution of any Third Third-Party Claim subject and shall furnish or cause to this Article IX be furnished such records, information and the records of each shall testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably available to the other with respect to such defenserequested in connection therewith.

Third Party Claim Procedures. In the case of any claim asserted by a third (a) The party (a “Third Party Claim”) against a party entitled to seeking indemnification under this Agreement Section 9.02(a) or Section 9.03(a) (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (a “Third-Party Claim”) in respect of which indemnity may be sought under such Indemnified Party has actual knowledge Section. Such notice shall set forth in reasonable detail the facts and circumstances of such Third Third-Party Claim, Claim and the Indemnified Party shall permit basis for indemnification in respect thereof (taking into account the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory information then available to the Indemnified Party, and ). The failure of the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) to so notify the failure of any Indemnified Indemnifying Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have prejudiced the Indemnifying Party. (b) The Indemnifying Party shall, subject to the limitations set forth in a lack of actual this Section 9.04, have the right, upon written notice to the Indemnifying Indemnified Party and such Indemnifying Party is materially prejudiced as a result soon as reasonably practicable but in any event within 45 days of receipt of notice of such failure Third-Party Claim from the Indemnified Party pursuant to be given noticeSection 9.04(a), to assume the defense of any Third-Party Claim at the expense of the Indemnifying Party, with counsel selected by the Indemnifying Party. If the Indemnifying Party does not promptly so elect to assume the defense of such Third Third-Party Claim, the Indemnified Party shall have the sole right to assume the defense of such Third-Party Claim. If the Indemnifying Party assumes the defense of such Third-Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party and shall not constitute indemnifiable Damages hereunder unless (i) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party, or (ii) the representation of both the Indemnifying Party and such Indemnified Party by the same counsel would present such counsel with a conflict of interest under applicable standards of professional conduct. (c) If the Indemnifying Party shall assume the control of the defense of any Third-Party Claim following notice thereofin accordance with the provisions of this Section 9.04, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third-Party Claim, if the settlement (A) does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third-Party Claim, (B) imposes injunctive, equitable relief or any obligation on the Indemnified Party or any of its Affiliates other than solely the payment of money damages for which the Indemnified Party will be fully indemnified hereunder, (C) involves a finding or admission of wrongdoing or violation of Applicable Laws by the Indemnified Party or (D) encumbers the assets of the Indemnified Party or imposes any restriction or condition that would apply to or adversely affect the Indemnified Party or (E) reasonably could be expected to affect the Taxes of Buyer, the Surviving Corporation or their respective Affiliates for a taxable period or portion thereof beginning after the Closing Date and (ii) the Indemnified Party shall be entitled to assume and control such participate in the defense of any Third-Party Claim and to employ separate counsel of its choice and at its own expense for such purpose. The Indemnified Party shall not settle or agree to pay in full such Third any Third-Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified PartyIndemnifying Party (which consent shall not be unreasonably withheld, no Indemnifying Partydelayed or conditioned). (d) Each party shall cooperate, and cause its Affiliates to cooperate, in the defense or prosecution of any such Third Third-Party Claim, and shall consent furnish or cause to entry of any judgment be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include appeals, as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate in the defense of any Third Party Claim subject to this Article IX and the records of each shall may be reasonably available to the other with respect to such defenserequested in connection therewith.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third Party Claim”a) against a party entitled to Any Person seeking indemnification under this Agreement ‎Article 5 (an the “Indemnified Party”), ) shall give prompt written notice shall be given by the Indemnified Party to the party required to provide Person from whom indemnification may be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third the assertion or commencement of any Action by any third party (“Third-Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, ”); provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any the Indemnified Party to give notice as provided herein in this ‎Section 5.03(a) shall not relieve the any Indemnifying Party of its indemnification obligation obligations under this Agreement ‎Section 5.01 or ‎Section 5.02, except to the extent that such failure results actually prejudices the rights of any such Indemnifying Party. Such notice shall set forth in a lack of actual notice reasonable detail the Third-Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, as promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all written notices and documents (including any court papers) received by the Indemnified Party relating to the Third-Party Claim and such the Indemnified Party shall provide the Indemnifying Party is materially prejudiced as a result of with such failure other information with respect to any such Third-Party Claim reasonably requested by the Indemnifying Party. The Indemnifying Party shall have the right, at its sole option and expense, to be given noticerepresented by counsel of its choice and, subject to the limitations set forth in this ‎Section 5.03(a), to assume control of, and defend against, negotiate, settle (subject to ‎Section 5.03(b)) or otherwise deal with such Third-Party Claim, in each case other than where such Third-Party Claim (i) relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation or (ii) seeks, in addition to or in lieu of monetary damages, any injunctive or other equitable relief (other than such relief that is incidental to the award of money damages). If the Indemnifying Party does elects not promptly to defend against, negotiate, settle or otherwise deal with any Third-Party Claim, then the Indemnified Party may defend against, negotiate, settle (subject to ‎Section 5.03(b)) or otherwise deal with such Third-Party Claim. If the Indemnifying Party shall assume the defense of any Third-Party Claim, then the Indemnified Party may participate, at his or its own expense, in the defense of such Third Third-Party Claim following notice thereof, the Claim; provided that such Indemnified Party shall be entitled to assume and control participate in any such defense and to settle or agree to pay in full such Third Party Claim without with separate counsel at the consent expense of the Indemnifying Party without prejudice if (A) requested by the Indemnifying Party to participate or (B) in the reasonable opinion of counsel to the ability of Indemnifying Party, a material conflict exists between the Indemnified Party to enforce its claim for indemnification against and the Indemnifying Party hereunder. Except that would make such separate representation advisable; provided, further, that the Indemnifying Party shall not be required to pay for more than one (1) such counsel (and one (1) local counsel in each relevant jurisdiction) for all Indemnified Parties in connection with any Third-Party Claim. (b) Notwithstanding anything in this ‎Section 5.03 to the prior contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the Indemnified other Party, no Indemnifying Party, in the defense of settle or compromise any such Third Third-Party Claim, shall Claim or consent to entry of any judgment judgment; provided that if the Indemnifying Party has assumed control of the defense of a Third-Party Claim pursuant to ‎Section 5.03(a), the Indemnified Party shall not unreasonably withhold, condition or enter into delay its consent to any such settlement or compromise or to the entry of any judgment. Notwithstanding the foregoing, consent of the Indemnified Party shall not be required for any such settlement if (i) the sole relief provided is monetary damages that provides for injunctive are paid in full by the Indemnifying Party, (ii) such settlement does not permit any order or other nonmonetary equitable relief affecting to be entered, directly or indirectly, against the Indemnified Party or any of its Affiliates and (iii) such settlement includes an unconditional release of such Indemnified Party and its Affiliates from all liability on claims that are the subject matter of such Third-Party Claim and does not include any statement as an unconditional term thereof the giving to or any admission of fault, culpability or failure to act by each claimant or plaintiff to such on behalf of any Indemnified Party or any of an irrevocable release from all liability its Affiliates. (c) After any decision, judgment or award shall have been rendered by a Governmental Authority of competent jurisdiction, or a settlement shall have been consummated (in accordance with this ‎Section 5.03), or the Indemnified Party and wrongdoing the Indemnifying Party shall have arrived at a mutually binding agreement with respect to a Third-Party Claim hereunder, the Indemnified Party shall forward to the Indemnifying Party notice of any sums due and owing by the Indemnifying Party pursuant to this Agreement with respect to such Third matter. (d) Each Party Claim. Seller shall cooperate, and Buyers shall cooperate cause its Affiliates to cooperate, in the defense or prosecution of any Third Third-Party Claim subject and shall furnish or cause to this Article IX be furnished such records, information and the records of each shall testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably available to the other with respect to such defenserequested in connection therewith.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third a) The Party Claim”) against a party entitled to seeking indemnification under this Agreement Section 8.02 (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required Party against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim, and the Indemnified Party ”) in respect of which indemnity may be sought under such Section. Such notice shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have actually prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third Party Claim and, subject to the limitations set forth in this Section 8.03, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge that it would have an indemnity obligation for the Damages resulting from such Third Party Claim as provided under this Article 8 and such (ii) furnish the Indemnified Party with evidence that the Indemnifying Party is materially prejudiced as a result has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be entitled to assume or maintain control of such failure to be given notice. If the defense of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not promptly deliver the acknowledgment referred to in Section 8.03(b) (i) within 30 days of receipt of written notice of the Third Party Claim pursuant to Section 8.03(b), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or (iv) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 8.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim, if the settlement does not expressly unconditionally release the Indemnified Party and its affiliates from all liabilities and obligations with respect to such Third Party Claim following notice thereofor the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its affiliates. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with paragraphs (b) and (c) above, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim subject and to this Article IX employ separate counsel of its choice for such purpose, in which case the fees and the records expenses of each such separate counsel shall be reasonably available borne by the Indemnified Party; provided that in such event the Indemnifying Party shall pay the fees and expenses of such separate counsel incurred by the Indemnified Party prior to the other with respect date the Indemnifying Party assumes control of the defense of the Third Party Claim. (f) Each Party shall cooperate, and cause their respective affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such defenserecords, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. In (a) The party seeking indemnification under Section 11.02 or 11.04 (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any Proceeding by any third party (excluding, in the case of the Investor Indemnified Parties, any claim asserted by a third party such Proceeding against the Company or any of its Affiliates) (a “Third Party Claim”) against a party entitled to indemnification in respect of which indemnity may be sought under this Agreement (an “Indemnified Party”), such Section. Such notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third Party Claim and, subject to the limitations set forth in this Section 11.07(b) and Section 11.07(c), shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party and must acknowledge that it would have an indemnity obligation for the Damages resulting from such Third Party Claim as provided under this Article 11. (c) The Indemnifying Party is materially prejudiced as a result shall not be entitled to assume or maintain control of such failure to be given notice. If the defense of any Third Party Claim if (i) the Indemnifying Party does not promptly deliver the acknowledgment referred to in Section 11.07(b) within 30 days of receipt of notice of the Third Party Claim pursuant to Section 11.07(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation involving the Indemnified Party or any of its Affiliates, (iii) the Third Party Claim relates to Taxes of the Indemnified Party or any of its Affiliates, (iv) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be detrimental in any material respect to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, (v) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or (vi) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 11.07, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of such Third Party Claim; provided that consent of the Indemnified Party shall not be required for any such settlement if (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and (ii) such settlement includes an unconditional release of the Investor Indemnified Parties or the Company Indemnified Parties, as the case may be, from all liability on claims that are the subject matter of such Third Party Claim following notice thereofand does not include any statement as to or any admission of fault, culpability or failure to act by or on behalf of the Investor Indemnified Parties or the Company Indemnified Parties, as the case may be. If the Indemnified Party shall control of the defense of any Third Party Claim in accordance with the provisions of this Section 11.07, the Indemnified Party shall obtain the prior written consent of the Indemnifying Party before entering into any settlement of such Third Party Claim (such consent not to be unreasonably withheld, conditioned or delayed). (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with the foregoing, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim subject and to this Article IX employ separate counsel of its choice for such purpose, in which case the fees and expenses of such separate counsel shall be borne by the Indemnified Party; provided that the reasonable fees and expenses of such separate counsel shall constitute indemnifiable Damages hereunder (i) to the extent incurred by the Indemnified Party prior to the date that the Indemnifying Party assumes control of the defense of the Third Party Claim or (ii) if the Indemnified Party is advised by counsel that (A) there is a conflict of interest between the Indemnifying Party and the records Indemnified Party in the conduct of each shall the defense of such claim or (B) there may be reasonably one or more defenses or claims available to the other Indemnified Party that are different from or additional to those available to the Indemnifying Party and that could be materially adverse to the Indemnifying Party; and provided further that in no event shall the Indemnifying Party be liable for the fees and expenses of more than one separate firm of attorneys for all Indemnified Parties in connection with any Third Party Claim, plus one firm of local counsel in each jurisdiction in which any such Third Party Claim is taking place. In the case of the foregoing clause (ii), the Indemnifying Party shall keep the Indemnified Party reasonably informed with respect to such defenseThird Party Claim and cooperate with the Indemnified Party in connection therewith. (f) Each party shall cooperate, and cause its Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith; provided that no party shall be required to disclose any such records or information that would result in the loss of attorney-client privilege, but such party shall use its commercially reasonable efforts to (1) develop an alternative to providing such records or information that is reasonably acceptable to the other party or (2) enter into a joint defense agreement or implement such other techniques if the parties determine that doing so would permit the disclosure of such records or information without violating such attorney-client privilege.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third a) The Party Claim”) against a party entitled to seeking indemnification under this Agreement Section 7.01 or Section 7.02, as applicable (an the “Indemnified Party”), agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required Party against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third-Party Claim, ”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third-Party Claim and the Indemnified Party shall permit basis for indemnification (taking into account the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third-Party Claim and, subject to the Indemnifying Party limitations set forth in this Section 7.03, shall be entitled to control and appoint lead counsel for such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. defense, in each case at its own expense. (c) If the Indemnifying Party does not promptly shall assume the control of the defense of such Third any Third-Party Claim following notice thereofin accordance with the provisions of this Section 7.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third-Party Claim, if the settlement does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third-Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates, and the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, participate in the defense of any Third-Party Claim and to employ separate counsel of its choice for such Third Party Claim, purpose. The fees and expenses of such separate counsel shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting be paid by the Indemnified Party. (d) Each Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff shall cooperate, and cause their respective Affiliates to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate cooperate, in the defense or prosecution of any Third Third-Party Claim subject and shall furnish or cause to this Article IX be furnished such records, information and the records of each shall testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably available to the other with respect to such defenserequested in connection therewith.

Third Party Claim Procedures. In the case of any claim asserted by a third (a) The party (a “Third Party Claim”) against a party entitled to seeking indemnification under this Agreement ‎Section 9.02(a) and ‎(b) (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim, and the Indemnified Party ”) in respect of which indemnity may be sought under such Section. Such notice shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have actually prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge that it would have an indemnity obligation for the Damages resulting from such Third Party Claim as provided under this Article and such (ii) furnish the Indemnified Party with evidence that the Indemnifying Party is materially prejudiced as a result has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be entitled to assume or maintain control of such failure to be given notice. If the defense of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not promptly deliver the acknowledgment referred to in ‎Section 9.03(b)(i), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or (v) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this ‎Section 9.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim following notice thereofin accordance with paragraphs (b) and (c) above, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim subject and to this Article IX employ separate counsel of its choice for such purpose, in which case the fees and expenses of such separate counsel shall be borne by the Indemnified Party; provided that in such event the Indemnifying Party shall pay the fees and expenses of such separate counsel (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim or (ii) if representation of both the Indemnifying Party and the records Indemnified Party by the same counsel would create a conflict of each interest. (f) Each party shall cooperate, and cause their respective affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably available to the other with respect to such defenserequested in connection therewith.

Third Party Claim Procedures. In the case of any claim Litigation asserted by a third party (a “"Third Party Claim”") against a party entitled to indemnification under this Agreement (an “"Indemnified Party”"), notice shall be given by the Indemnified Party to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s 's expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given give notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that (i) provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that Party, (ii) does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim, or (iii) would restrict such Indemnified Party's ability to conduct its business in the ordinary course or would otherwise have a materially adverse impact on the business of the Indemnified Party. Seller If the Indemnified Party in good faith determines that the conduct of the defense or any proposed settlement of any Third Party Claim would reasonably be expected to affect adversely the Indemnified Party's Tax liability or the ability of SRGL or any of its Subsidiaries to conduct its business, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such Third Party Claim, the Indemnified Party shall have the right at all times to take over and Buyers control the defense, settlement, negotiation or Litigation relating to any such Third Party Claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and control, the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld, conditioned or delayed. In any event, SRGL and Investors shall cooperate in the defense of any Third Party Claim subject to this Article IX and the records of each shall be reasonably available to the other with respect to such defense.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third Party Claim”a) against a party entitled to Each Person seeking indemnification under this Agreement Article 9 (an either the E▇▇▇▇▇▇ Indemnified Party or the JV NewCo Indemnified Party, the “Indemnified Party”), ) shall give prompt written notice shall be given by the Indemnified Party to the party required to provide Person from whom indemnification is sought (the “Indemnifying Party”) promptly after such of the assertion of any claim or the commencement of any Action by any third party (“Third Party Claim”); provided, that the failure of the Indemnified Party has actual knowledge to give notice as provided in this Section 9.03(a) shall not relieve any Indemnifying Party of its obligations under Section 9.02, except to the extent that such failure adversely prejudices the rights of any such Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, as promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all written notices and documents (including any court papers) received by the Indemnified Party relating to the Third Party Claim and the Indemnified Party shall provide the Indemnifying Party with such other information with respect to any such Third Party Claim reasonably requested by the Indemnifying Party. Except as set forth in this Section 9.03(a), the Indemnifying Party shall have the right, upon written notice to the Indemnified Party within 30 days of receipt of notice from the Indemnified Party of the commencement of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for Claim at the sole expense of the Indemnifying Party who with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; provided, however, that notwithstanding anything in this Section 9.03, but subject to the limitations included herein, the parties acknowledge and agree that E▇▇▇▇▇▇ shall control the defense of any Third Party Claim related to any Earn Out Liabilities. Notwithstanding the foregoing in this Section 9.03(a), the Indemnifying Party shall not have the right to assume control of such defense if the Third Party Claim of which the Indemnifying Party seeks to assume control (i) seeks non-monetary relief in any material respect, (ii) involves criminal or quasi-criminal allegations, (iii) seeks the imposition of a consent order, injunction or decree that would materially restrict the future activity or conduct of the Indemnified Party, (iv) involves an actual or potential conflict of interest, in the reasonable judgment of outside legal counsel of Indemnified Party, that would make it inappropriate for the same counsel to represent the Indemnifying Party and the Indemnified Party or (v) is in respect of Specified Liabilities (each of the foregoing, an “Exception Claim”). In the event that the Indemnifying Party fails to elect to assume control of the defense of any Third Party Claim in the manner set forth in this Section 9.03(a) or such Third Party Claim is or at any time becomes, an Exception Claim, the Indemnified Parties may, at the Indemnifying Party’s cost and expense, defend against the Third Party Claim; provided that, the (i) Indemnifying Party shall nonetheless have the right to participate in the defense of such Third Party Claim shall be reasonably satisfactory giving rise to the Indemnified Party’s claim for indemnification at the Indemnifying Party’s sole cost and expense (subject to the limitations set forth under this Article 9), and (ii) the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve reasonably consult with the Indemnifying Party of its indemnification obligation under this Agreement except to regarding the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result strategy for defense of such failure to be given noticeclaim. If the Indemnifying Party does not promptly shall assume the defense of any Third Party Claim pursuant to this Article 9, then the Indemnified Party may participate, at his or its own expense, in the defense of such Third Party Claim following notice thereof, the Claim; provided that such Indemnified Party shall be entitled to assume and control participate in any such defense with separate counsel at the expense of the Indemnifying Party if (i) requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of counsel to the Indemnifying Party, a material conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; provided, further, that the Indemnifying Party shall not be required to pay for more than one such counsel (plus one local counsel in each relevant jurisdiction) for all Indemnified Parties in connection with any Third Party Claim. (b) Notwithstanding anything in this Section 9.03 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the other party, settle or agree compromise any Third Party Claim or permit a default or consent to pay entry of any judgment. Notwithstanding the foregoing, consent of the Indemnified Party shall not be required for any such settlement if (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, (ii) such settlement does not permit any Order or other equitable relief to be entered, directly or indirectly, against the Indemnified Party and (iii) such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claim without the consent and does not include any statement as to or any admission of fault, culpability or failure to act by or on behalf of any Indemnified Party. If the Indemnifying Party without prejudice makes any payment on any Third Party Claim, then the Indemnifying Party shall be subrogated, to the ability extent of such payment, to all rights and remedies of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent any insurance benefits or other claims of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller . (c) After any decision, judgment or award shall have been rendered by a Governmental Authority of competent jurisdiction, or a settlement shall have been consummated (in accordance with this Article 9), or the Indemnified Party and Buyers the Indemnifying Party shall cooperate have arrived at a mutually binding agreement with respect to a Third Party Claim hereunder, the Indemnified Party shall forward to the Indemnifying Party notice of any sums due and owing by the Indemnifying Party pursuant to this Agreement with respect to such matter. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim subject and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Notwithstanding anything to the contrary in this Article IX and the records of each Section 9.03, this Section 9.03 shall not apply to indemnification for any Taxes. The procedures for such indemnification shall be reasonably available governed solely by Section 6.06. (f) Notwithstanding anything to the other with respect contrary in this Section 9.03, this Section 9.03 shall not apply to indemnification for Specified Liabilities. The procedures for such defenseindemnification shall be governed solely by the procedures set forth on Section 9.02(a)(v) of the Disclosure Schedule.

Third Party Claim Procedures. In the case of any claim asserted by a third (a) The party (a “Third Party Claim”) against a party entitled to seeking indemnification under this Agreement Section 7.02 or Section 7.03 (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third the assertion of any claim or the commencement of any Action by any third party (“Third-Party Claim, ”) in respect of which indemnity may be sought thereunder. Such notice shall set forth in reasonable detail such Third-Party Claim and the Indemnified Party shall permit basis for indemnification (taking into account the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third-Party Claim and, subject to the limitations set forth in this Section 7.04, shall be entitled to control and appoint lead counsel reasonably acceptable to the Indemnified Party for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge that, based on the facts set forth in the notice required by Section 7.04(a), it would have an indemnity obligation for the Damages resulting from such Third-Party Claim as provided under this Article 7 and such (ii) furnish the Indemnified Party with reasonably satisfactory evidence that the Indemnifying Party is materially prejudiced as a result has adequate resources to defend the Third-Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be entitled to assume or maintain control of such failure to be given notice. If the defense of any Third-Party Claim if (i) the Indemnifying Party does not promptly deliver the acknowledgment and evidence referred to in Section 7.04(b) within 30 days of receipt of notice 47 of the Third-Party Claim pursuant to Section 7.04(a), (ii) the Third-Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Third-Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates, (iv) the Third-Party Claim relates to or otherwise involves a claim by a Governmental Authority or a customer of Strongbridge, (v) the Indemnifying Party has failed or is failing to prosecute or defend the Third-Party Claim vigorously or (vi) in the case of a Novo Nordisk Indemnified Party, the amount of the Third-Party Claim, if determined in accordance with the claimant’s demands, would reasonably be expected to result in any Damages, together with all other unresolved claims for indemnification by the Novo Nordisk Indemnified Parties, that would not be available for recovery under this Article 7. (d) If the Indemnifying Party shall assume the control of the defense of such Third any Third-Party Claim following notice thereofin accordance with the provisions of this Section 7.04, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of such Third-Party Claim; provided that consent of the Indemnified Party shall not be required for any such settlement if (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and (ii) such settlement includes an unconditional release of the Novo Nordisk Indemnified Parties or the Strongbridge Indemnified Parties, as the case may be, from all liability on claims that are the subject matter of such Third-Party Claim and does not include any statement as to or any admission of fault, culpability or failure to act by or on behalf of the Novo Nordisk Indemnified Parties or the Strongbridge Indemnified Parties, as the case may be. An Indemnified Party may not settle any Third-Party Claim for which it is seeking indemnification hereunder without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed; provided that the Indemnified Party may admit liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent so long as the Indemnified Party releases, to the reasonable satisfaction of the Indemnifying Party, any claims to indemnification with respect to such Third-Party Claim pursuant to this Article 7. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third-Party Claim in accordance with the foregoing, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, participate in the defense of any Third-Party Claim and to employ separate counsel of its choice for such Third purpose, in which case the fees and expenses of such separate counsel shall be borne by the Indemnified Party; provided that in such event the Indemnifying Party Claim, shall consent pay the fees and expenses of such separate counsel (i) to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the extent incurred by the Indemnified Party prior to the date that the Indemnifying Party assumes control of the defense of the Third-Party Claim or that does not include as an unconditional term thereof (ii) if the giving by each claimant or plaintiff to such Indemnified Party is advised by counsel that (A) there is a conflict of an irrevocable release interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such claim or (B) there may be one or more defenses or claims available to the Indemnified Party that are different from all liability or additional to those available to the Indemnifying Party and wrongdoing that could be materially adverse to the Indemnifying Party. In the case of the foregoing clause (ii), the Indemnifying Party shall keep the Indemnified Party reasonably informed with respect to such Third Third-Party Claim. Seller Claim and Buyers cooperate with the Indemnified Party in connection therewith. (f) Each party shall cooperate cooperate, and cause its Affiliates to cooperate, in the defense or prosecution of any Third Third-Party Claim subject and shall furnish or cause to this Article IX be furnished such records, information and the records of each shall testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably available to the other with respect to such defenserequested in connection therewith.

Third Party Claim Procedures. In the case of any claim Litigation asserted by a third party Third Party (a “Third Third-Party Claim”) against a party entitled to indemnification under this Agreement with respect to such Litigation (an “Indemnified Party”), notice shall be given by the Indemnified Party to the party or parties required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Third-Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party ClaimParty) to shall assume the defense of such Third Third-Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given give notice. If the Indemnifying Party does not promptly assume the defense of such Third Third-Party Claim within ten (10) Business Days following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Third-Party Claim without the consent of the Indemnifying Party Party, without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Third-Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive injunctive, criminal or other nonmonetary non-monetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Third-Party Claim. In any event, the Seller and Buyers the Purchaser shall cooperate in the defense of any Third Third-Party Claim subject to this Article IX XI and the records of each shall be made reasonably available to the other with respect to such defense.

Third Party Claim Procedures. In the case of any claim Litigation asserted by a third party (a “"Third Party Claim”") against a party entitled to indemnification under this Agreement (an “"Indemnified Party”"), notice shall be given by the Indemnified Party to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party Indemnifying Party, at its option and at its own expense, shall permit have the Indemnifying Party right to conduct and control, through counsel of its choosing (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) which counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall must be reasonably satisfactory to the Indemnified Party), the defense, compromise or settlement of any Third Party Claim against such Indemnified Party as to which indemnification will be sought by any Indemnified Party from any Indemnifying Party -57- hereunder, and in any such case the Indemnified Party shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnifying Party in connection therewith; provided, that (a) the Indemnified Party may participate in such defense participate, through counsel chosen by it and at such Indemnified Party’s its own expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party ClaimClaim as to which the Indemnifying Party has so elected to conduct and control the defense thereof and (b) the Indemnifying Party shall not, shall without the written consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party (which written consent shall not be unreasonably withheld or delayed), pay, compromise or settle any such Third Party Claim. Notwithstanding the foregoing, in the event any Third Party Claim is solely for money damages, the Indemnifying Party shall have the right to pay, settle or compromise any such Third Party Claim without such consent, provided, that does not include as the Indemnifying Party acknowledges and agrees in writing that it has an unconditional term thereof the giving by each claimant or plaintiff obligation to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect provide indemnification hereunder pursuant to such Third Party Claim. Seller and Buyers shall cooperate in the defense of any Third Party Claim subject to this Article IX and the records of each shall be reasonably available to the other with respect to such defense.

Third Party Claim Procedures. In the case of any claim asserted by a third (a) The party (a “Third Party Claim”) against a party entitled to seeking indemnification under this Agreement ‎Section 10.02 (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim, and the Indemnified Party ”) in respect of which indemnity may be sought under such Section. Such notice shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party). Provided notice is given prior to the applicable survival date for such claim pursuant to ‎Section 10.02, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified to promptly notify the Indemnifying Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge that it would have an indemnity obligation for the Damages resulting from such Third Party Claim as provided under this ‎Article 10 and such (ii) furnish the Indemnified Party with evidence that the Indemnifying Party is materially prejudiced as a result has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be entitled to assume or maintain control of such failure to be given notice. If the defense of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not promptly deliver the acknowledgment referred to in ‎Section 10.03(b)(i) within 30 days of receipt of notice of the Third Party Claim pursuant to ‎Section 10.03(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to the reputation or future business prospects of the Indemnified Party or any of its affiliates, (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its affiliates, (v) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim, or (vi) the Third Party Claim relates to Taxes. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this ‎Section 10.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim, if the settlement does not expressly unconditionally release the Indemnified Party and its affiliates from all liabilities and obligations with respect to such Third Party Claim following notice thereofor the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its affiliates. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with paragraphs ‎(b) and ‎(c) above, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim subject and to this Article IX employ separate counsel of its choice for such purpose, in which case the fees and expenses of such separate counsel shall be borne by the Indemnified Party; provided that in such event the Indemnifying Party shall pay the fees and expenses of such separate counsel (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim or (ii) if representation of both the Indemnifying Party and the records Indemnified Party by the same counsel would create a conflict of each interest. (f) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably available to the other with respect to such defenserequested in connection therewith.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third Party Claim”a) against a party entitled to Each Person seeking indemnification under this Agreement Article IX (an the “Indemnified Party”), ) shall give prompt written notice shall be given by the Indemnified Party to the party required to provide Person from whom indemnification is sought (the “Indemnifying Party”) promptly after such of the assertion of any claim or the commencement of any Action by any third party (“Third Party Claim”); provided that the failure of the Indemnified Party has actual knowledge to give notice as provided in this Section 9.3(a) shall not relieve any Indemnifying Party of its obligations under Section 9.2, except to the extent that such failure adversely prejudices the rights of any such Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, as promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all written notices and documents (including any court papers) received by the Indemnified Party relating to the Third Party Claim and the Indemnified Party shall provide the Indemnifying Party with such other information with respect to any such Third Party Claim reasonably requested by the Indemnifying Party. Except as set forth in the last sentence of this Section 9.3(a), the Indemnifying Party shall have the right, upon written notice to the Indemnified Party within 30 days of receipt of notice from the Indemnified Party of the commencement of such Third Party Claim, to assume the defense thereof at the sole expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. Notwithstanding the foregoing in this Section 9.3, the Indemnifying Party shall not have the right to assume control of such defense if the Third Party Claim of which the Indemnifying Party seeks to assume control (i) seeks non-monetary relief in any material respect, (ii) involves criminal or quasi-criminal allegations, (iii) seeks the imposition of a consent order, injunction or decree that would materially restrict the future activity or conduct of the Indemnified Party, (iv) would be reasonably expected to result in Liabilities greater than the remaining amount of the Indemnifying Party’s maximum liability under Article IX, or (v) involves an actual or potential conflict of interest, in the reasonable judgment of outside legal counsel of Indemnified Party, that would make it inappropriate for the same counsel to represent the Indemnifying Party and the Indemnified Party shall permit (each of the foregoing, an “Exception Claim”). In the event that the Indemnifying Party (at fails to elect to assume control of the expense defense of such Indemnifying any Third Party and so long as Claim in the Indemnifying Party acknowledges manner set forth in writing its obligation to indemnify the Indemnified Party for Losses related to this Section 9.3 or such Third Party Claim is or at any time becomes, an Exception Claim) , the Indemnified Parties may, at the Indemnifying Party’s cost and expense (subject to assume the defense of such limitations set forth in this Article IX), defend against the Third Party Claim; provided that, provided that the (ai) counsel for the Indemnifying Party who shall conduct nonetheless have the right to participate in the defense of such Third Party Claim shall be reasonably satisfactory giving rise to the Indemnified Party’s claim for indemnification at the Indemnifying Party’s sole cost and expense, and (ii) the Indemnified Party shall reasonably consult with the Indemnifying Party regarding the strategy for defense of such claim; and provided, further that the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except consent to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive with respect to such Third Party Claim without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned or other nonmonetary relief affecting delayed). If the Indemnifying Party shall assume the defense of any Third Party Claim pursuant to this Article IX, then the Indemnified Party may participate, at the Indemnified Party’s own expense, in the defense of such Third Party Claim; provided, that such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if requested by the Indemnifying Party to participate; provided, further, that the Indemnifying Party shall not be required to pay for more than one such counsel for all Indemnified Parties in connection with any Third Party Claim. For the avoidance of doubt, Seller shall control defense of Third Party Claims with respect to the matters set forth on Section 1.1(g) of the Disclosure Schedule; provided that, Buyer shall have the right to participate in the defense of such matter at Buyer’s sole cost and expense, and Seller shall reasonably consult with Buyer regarding the strategy for defense of such matter; provided, further that Seller may not consent to the entry of any judgment or enter into any settlement with respect to such matter without the prior written consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed). (b) Notwithstanding anything in this Section 9.3 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), settle or compromise any Third Party Claim or permit a default or consent to entry of any judgment. Notwithstanding the foregoing, consent of the Indemnified Party shall not be required for any such settlement if (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, (ii) such settlement does not permit any Order or other equitable relief to be entered, directly or indirectly, against the Indemnified Party and (iii) such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claim and does not include any statement as an unconditional term thereof to or any admission of fault, culpability or failure to act by or on behalf of any Indemnified Party. If the giving by each claimant or plaintiff Indemnifying Party makes any payment on any Third Party Claim, then the Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of an irrevocable release from all liability and wrongdoing the Indemnified Party with respect to such Third Party Claim. Seller . (c) After any decision, judgment or award shall have been rendered by a Governmental Authority of competent jurisdiction, or a settlement shall have been consummated (in accordance with this Article IX), or the Indemnified Party and Buyers the Indemnifying Party shall cooperate have arrived at a mutually binding agreement with respect to a Third Party Claim hereunder, the Indemnified Party shall forward to the Indemnifying Party notice of any sums due and owing by the Indemnifying Party pursuant to this Agreement with respect to such matter. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim subject and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) Notwithstanding anything to the contrary in this Article IX and the records of each Section 9.3, this Section 9.3 shall not apply to indemnification for any Taxes. The procedures for such indemnification shall be reasonably available to the other with respect to such defensegoverned solely by Section 6.7.

Third Party Claim Procedures. In The Indemnified Party may, upon reasonable notice, tender the case exclusive defense of any claim asserted by a third party (a “Third Party Claim”Claim (subject to the provisions of this Section 9.04(c)) against to the Indemnifying Party. If (i) the defense of a party entitled Third Party Claim is so tendered and within 30 days thereafter such tender is accepted without qualification (or reservation of rights) by the Indemnifying Party; or (ii) within 30 days after the date on which written notice of a Third Party Claim has been given pursuant to indemnification under this Agreement (an “Indemnified Party”Section 9.04(c), notice the Indemnifying Party shall be given by acknowledge in writing to the Indemnified Party to and without qualification (or reservation of rights) its indemnification obligations as provided in this ARTICLE IX; then, except as hereinafter provided, the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of shall not, and the Indemnifying Party shall, have the right to contest, defend, litigate or settle such Third Party Claim, and the . The Indemnified Party shall permit have the right to be represented by counsel at its own expense in any such contest, defense, litigation or settlement conducted by the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume reimbursement therefore if the Indemnifying Party shall lose its right to contest, defend, litigate and control such defense and to settle or agree to pay in full such the Third Party Claim without as herein provided. The Indemnifying Party shall lose its right to defend and settle the consent of Third Party Claim if it shall fail to diligently contest, defend, litigate and settle the Third Party Claim as provided herein. So long as the Indemnifying Party without prejudice has not lost its right, defend, litigate and settle and/or obligation to contest, defend, litigate and settle as herein provided, the ability Indemnifying Party shall have the exclusive right to contest, defend and litigate the Third Party Claim and shall have the right, upon receiving the prior written approval of the Indemnified Party to enforce its claim for indemnification against (which shall not be unreasonably withheld unless such settlement does not fulfill the Indemnifying Party hereunder. Except with conditions set forth in the prior written consent following sentence and which shall be deemed automatically given if a response has not been received within the 30-day period following receipt of the proposed settlement by the Indemnified Party), no to settle any such matter, either before or after the initiation of litigation, at such time and upon such terms as it deems fair and reasonable. Notwithstanding anything to the contrary herein contained, in connection with any settlement negotiated by an Indemnifying Party, in no Indemnified Party or Indemnifying Party (as the case may be) that is not controlling the defense and or settlement of any such the Third Party Claim, Claim (the “Non-Control Party”) shall consent be required by an Indemnifying Party or Indemnified Party controlling the litigation to entry of any judgment or (and no such party shall) (x) enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving delivery by each the claimant or plaintiff to such Indemnified the Non-Control Party of an irrevocable a release from all liability in respect of such claim or litigation, (y) enter into any settlement that attributes by its terms liability to the Non-Control Party or which may otherwise have an adverse effect on the Indemnified Party’s business, or (z) consent to the entry of any judgment that does not include as a term thereof a full dismissal of the litigation or proceeding with prejudice. All expenses (including attorneys’ fees) incurred by the Indemnifying Party in connection with the foregoing shall be paid by the Indemnifying Party. No failure by an Indemnifying Party to acknowledge in writing its indemnification obligations under this ARTICLE IX shall relieve it of such obligations to the extent they exist. If an Indemnified Party is entitled to indemnification against a Third Party Claim, and wrongdoing the Indemnifying Party fails to accept a tender of, or assume, the defense of a Third Party Claim pursuant to this ARTICLE IX, or if, in accordance with respect the foregoing, the Indemnifying Party does not have the right or shall lose its right to contest, defend, litigate and settle such a Third Party Claim, the Indemnified Party shall have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such Third Party Claim, and may settle such Third Party Claim, either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable, provided that at least 20 days prior to any such settlement, written notice of its intention to settle is given to the Indemnifying Party. Seller If, pursuant to this Section 9.04(c), the Indemnified Party so contests, defends, litigates or settles a Third Party Claim, for which it is entitled to indemnification hereunder as provided herein, the Indemnified Party shall be reimbursed by the Indemnifying Party for the reasonable attorneys’ fees and Buyers other expenses of defending, contesting, litigating and/or settling the Third Party Claim which are incurred from time to time, forthwith following the presentation to the Indemnifying Party of itemized bills for said attorneys’ fees and other expenses. The Indemnified Party or the Indemnifying Party, as the case may be, shall cooperate furnish such information in reasonable detail as it may have with respect to a Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) to the other party if such other party is assuming defense of such claim, and make available all records and other similar materials which are reasonably required in the defense of any such Third Party Claim subject to this Article IX and shall otherwise cooperate with and assist the records defending party in the defense of each shall be reasonably available to the other with respect to such defenseThird Party Claim.

Third Party Claim Procedures. In (a) The Indemnified Party shall give prompt notice in writing to the case Indemnifying Party of the assertion of any claim asserted or the commencement of any suit, action or proceeding by a any third party (a “Third Party Claim”) against a party in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third Party Claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). The failure to so notify the Indemnifying Party shall not prejudice the Indemnifying Party’s rights hereunder, nor relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure shall have materially and adversely actually prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to indemnification participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge that they would have an indemnity obligation for the Damages resulting from such Third Party Claim as provided under this Agreement Article 8 and (an “ii)furnish the Indemnified Party”), notice Party with evidence that the Indemnifying Party has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be given entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not deliver the acknowledgment referred to in Section 8.03(b)(i) within 30 days of receipt of notice of the Third Party Claim pursuant to Section 8.03(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the party required Third Party Claim would be detrimental to provide the reputation or future business prospects of the Indemnified Party or any of its affiliates, (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its affiliates or (v) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim. Indemnified Party may not compromise or settle any Third Party Claim for which it is seeking indemnification (hereunder without the “written consent of the Indemnifying Party”. (d) promptly after such If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 8.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party has actual knowledge (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim, and if the settlement does not expressly unconditionally release the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related Affiliates from all liabilities and obligations with respect to such Third Party ClaimClaim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates. (e) to assume In circumstances where the Indemnifying Party is controlling the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such a Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and accordance with paragraphs (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof(c) above, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim subject and to this Article IX employ separate counsel of its choice for such purpose, in which case the fees and expenses of such separate counsel shall be borne by the Indemnified Party; provided that in such event the Indemnifying Party shall pay the fees and expenses of such separate counsel (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim or (ii) if representation of both the Indemnifying Party and the records Indemnified Party by the same counsel would create a conflict of each interest. (f) Each party shall cooperate, and cause their respective affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably available to the other with respect to such defenserequested in connection therewith.

Third Party Claim Procedures. In (a) The Indemnified Party agrees to give prompt written notice in writing to the case Indemnifying Party of the assertion of any claim asserted or the commencement of any suit, action or proceeding by a any third party (a “Third Party Claim”) against a party entitled in respect of which indemnity may reasonably be expected to indemnification be sought under this Agreement (an “Indemnified Party”), Article 8. Such notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification and, to the extent permitted by Applicable Law, include copies of any related notices given by any Governmental Authority (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have materially and adversely prejudiced the Indemnifying Party. Such notice by the Indemnified Party shall describe the Third-Party Claim in a lack reasonable detail, shall include copies of actual notice all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Damages that has been or may be sustained by the Indemnified Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party and must acknowledge that it would have an indemnity obligation for the Damages resulting from such Third Party Claim as provided under this Article 8. (c) The Indemnifying Party is materially prejudiced as a result shall not be entitled to assume or maintain control of such failure to be given notice. If the defense of any Third Party Claim and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not promptly deliver the acknowledgment referred to in Section 8.03(b) within 30 days of receipt of notice of the Third Party Claim pursuant to Section 8.03(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) to the extent, and only to the extent, that the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or (iv) the Indemnifying Party has failed or is failing to prosecute or defend the Third Party Claim in good faith (in which case the Indemnifying Party shall be entitled to subsequently assume or maintain control of the defense of such Third Party Claim following notice thereofto the extent the Indemnified Party fails to prosecute or defend such Third Party Claim in good faith). The Indemnified Party agrees, without the prior written consent of Seller, not to settle or admit liability or culpability in connection with (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 8.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of such Third Party Claim (which consent shall not be unreasonably withheld, delayed or conditioned). (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with paragraphs (b) and (c) above, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim subject and to this Article IX employ one separate counsel of its choice for such purpose, in which case the fees and expenses of such separate counsel shall be borne by the Indemnified Party; provided that in such event, the Indemnifying Party shall pay the fees and expenses of such separate counsel (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim or (ii) if representation of both the Indemnifying Party and the records Indemnified Party by the same counsel would create a conflict of each interest. (f) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably available to the other with respect to such defenserequested in connection therewith. Section 8.04.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third a) The Indemnified Party Claim”) against a party entitled to seeking indemnification under this Agreement (an “Indemnified Party”), ‎Section 7.02 agrees to give reasonably prompt notice shall be given by the Indemnified Party in writing to the party required to provide indemnification against whom indemnity is sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim, and the Indemnified Party ”) in respect of which indemnity may be sought under ‎Section 7.02. Such notice shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have actually materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third Party Claim and, subject to the limitations set forth in this ‎Section 7.03, shall be entitled to control and appoint lead counsel (that is reasonably satisfactory to the Indemnified Party) for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge in writing that it would have an indemnity obligation to the Indemnified Party for the Damages resulting from such Third Party Claim and such (ii) furnish the Indemnified Party with reasonable evidence that the Indemnifying Party is materially prejudiced as a result has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be entitled to assume or maintain control of such failure to be given notice. If the defense of any Third Party Claim and shall pay the reasonable fees, costs and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not promptly deliver the acknowledgment referred to in ‎Section 7.03(b) within thirty (30) days of receipt of notice of the Third Party Claim pursuant to ‎Section 7.03(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or (v) the Indemnifying Party has failed or is failing to prosecute or defend the Third Party Claim vigorously and prudently. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of ‎Section 7.03(c), the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim following notice thereofif the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with ‎Section 7.03(c), the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim subject and to this Article IX employ separate counsel of its choice for such purpose, in which case the fees, costs and expenses of such separate counsel shall be borne by the Indemnified Party; provided that Indemnifying Party shall pay the fees, costs and expenses of such separate counsel of the Indemnified Party if (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim, (ii) if representation of both the Indemnifying Party and the records Indemnified Party by the same counsel would create a conflict of each interest or (iii) the Indemnified Party shall have reasonably concluded that there may be reasonably legal defenses available to it which are different from or additional to those available to the other with respect Indemnifying Party. (f) Each party shall reasonably cooperate, and cause their respective Affiliates to such defensereasonably cooperate, in the defense or prosecution of any Third Party Claim.

Third Party Claim Procedures. In (i) The party seeking indemnification under this Section ‎10.1 (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (which, in the case of any claim asserted indemnification sought by a third party (a “Third Party Claim”) against a party entitled to indemnification under this Agreement (an “any Buyer Indemnified Party”), notice shall be given by the Indemnified Party notice in writing to the party required to provide indemnification Seller Representative and not any individual Equityholder(s)) (the “Indemnifying Party”) promptly after of the assertion of any claim or the commencement of any Proceeding (“Claim”) in respect of which indemnity may be sought under this Section ‎10.1. Such notice shall set forth in reasonable detail such Indemnified Party has actual knowledge of such Third Party Claim, Claim and the Indemnified Party shall permit basis for indemnification (taking into account the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have materially and adversely prejudiced the Indemnifying Party. (ii) The Indemnifying Party (or the Seller Representative in a lack the case of actual an indemnification claim pursuant to Section ‎10.1(a)) shall be entitled to participate in the defense of any Claim asserted by any third party (“Third-Party Claim”) and, subject to the limitations set forth in this Section ‎10.1(f), shall be entitled to control and appoint lead counsel for such defense, in each case, at its own expense. (iii) If the Indemnifying Party desires to assume the control of the defense of any Third-Party Claim in accordance with the provisions of this Section ‎10.1(f), the Indemnifying Party shall give written notice to the Indemnified Party within twenty (20) days after the Indemnified Party has given written notice to the Indemnifying Party of the Third-Party Claim. If such notice is timely given, the Indemnifying Party shall be entitled to control and appoint lead counsel for such defense so long as (A) the Third-Party Claim involves primarily a claim for monetary damages and not primarily a claim for an order, injunction or other equitable relief or relief for other than monetary damages against any Indemnified Party, (B) a written statement that, based on the facts set forth in the notice required by this Section ‎10.1(f), the Indemnifying Party would have an indemnity obligation for the Losses resulting from such Third-Party Claim and (C) the Third-Party Claim does not relate to or otherwise arise in connection with any criminal or regulatory Proceeding. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third-Party Claim if, in the case of a Buyer Indemnified Party, the amount of the Third-Party Claim, if determined in accordance with the claimant’s demands, would reasonably be expected to result in Losses, together with all other unresolved claims for indemnification by the Equityholder Indemnified Parties, that would exceed the aggregate maximum amount available for recovery (and reasonably likely to actually be recovered promptly if due) pursuant to Section ‎10.1(c). (iv) If the Indemnifying Party is materially prejudiced as controlling the defense of a result Third-Party Claim, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement, compromise or discharge of such failure Third-Party Claim; provided that the prior written consent of the Indemnified Party shall not be required with respect to be given notice. any settlement, compromise or discharge of a Third-Party Claim that the Indemnifying Party may recommend and that by its terms (1) obligates the Indemnifying Party to pay the full amount of the Losses in connection with such Third-Party Claim, (2) does not impose injunctive or equitable relief or require an admission of liability or wrongdoing on behalf of the Indemnified Party or any of its Affiliates and (3) contains a full and unconditional release of the Indemnified Party and its Affiliates from all Losses and obligations with respect to such Third-Party Claim. (v) If the Indemnifying Party does not promptly assume timely deliver the notice contemplated by Section ‎10.1(f)(i), or if such notice is given on a timely basis but any of the other conditions in this Section ‎10.1(f) are unsatisfied, the Indemnified Party may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third-Party Claim. Notwithstanding anything in this Section ‎10.1(f) to the contrary, whether or not the Indemnifying Party controls the defense of a Third-Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Third-Party Claim following notice thereofwithout the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided that the Indemnified Party may admit liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent so long as the Indemnified Party fully and unconditionally releases, to the reasonable satisfaction of the Indemnifying Party, any claims to indemnification with respect to such Third-Party Claim pursuant to this Section ‎10.1. (vi) In circumstances where the Indemnifying Party is controlling the defense of a Third-Party Claim, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, participate in the defense of any Third-Party Claim and to employ separate counsel of its choice for such Third Party Claimpurpose, shall consent to entry in which case the fees and expenses of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting such separate counsel incurred by the Indemnified Party or that does not include after such time as an unconditional term thereof the giving Indemnifying Party assumed control pursuant to Section ‎10.1(f)(ii) shall be borne by each claimant or plaintiff to the Indemnified Party; provided that, notwithstanding the foregoing, the Indemnifying Party shall pay the fees and expenses of such separate counsel (A) if representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of an irrevocable release interest or (B) there may be one or more legal defenses or claims available to the Indemnified Party that are different from all liability or additional to those available to the Indemnifying Party and wrongdoing with respect that could be adverse to such Third the Indemnifying Party. (vii) Each of the Indemnifying Party Claim. Seller and Buyers the Indemnified Party shall cooperate cooperate, and cause its respective controlled Affiliates to cooperate, in the defense or prosecution of any Third Third-Party Claim subject and shall promptly furnish or cause to this Article IX be furnished such records, information and the records of each shall testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably available to the other with respect to such defenserequested in connection therewith.

Third Party Claim Procedures. In the case of any claim Litigation asserted by a third party (a “Third Third-Party Claim”) against a party entitled to indemnification under this Agreement (an “Indemnified Party”), notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Third-Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party ClaimParty) to assume the defense of such Third Third-Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Third-Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given give notice. If the Indemnifying Party does not promptly assume the defense of such Third Third-Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Third-Party Claim without the consent of Claim; provided that the Indemnifying Party without prejudice shall have the right to the ability of approve any settlement in which the Indemnified Party has not secured a complete general release relating to enforce its claim for indemnification against the Indemnifying such Third-Party hereunderClaim, which approval will not be unreasonably withheld or delayed. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Third-Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary non-monetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Third-Party Claim. If the Indemnified Party in good faith determines that the conduct of the defense or any proposed settlement of any Third-Party Claim would reasonably be expected to affect adversely the Indemnified Party’s Tax liability or the ability of the Company to conduct its business, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such Third-Party Claim, the Indemnified Party shall have the right at all times to take over and control the defense, settlement, negotiation or Litigation relating to any such Third-Party Claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and control, the Indemnified Party shall not settle such Third-Party Claim without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. In any event, Seller and Buyers Parent shall cooperate in the defense of any Third Third-Party Claim subject to this Article IX 9 and the records of each shall be reasonably available to the other with respect to such defense.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third Party Claim”a) against a party entitled to Any Person seeking indemnification under this Agreement Section ‎7.02 (an the “Indemnified Party”), ) shall give prompt notice shall be given by the Indemnified Party in writing to the party required Person from whom indemnification is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim, and the Indemnified Party ”) in respect of which indemnity may be sought under such Section. Such notice shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results in a lack of actual notice to shall have adversely prejudiced the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given noticeParty. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereofThereafter, the Indemnified Party shall be entitled deliver to assume the Indemnifying Party, as promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all written notices and control documents (including any court papers) received by the Indemnified Party relating to the Third Party Claim and the Indemnified Party shall provide the Indemnifying Party with such defense and other information with respect to settle or agree to pay in full any such Third Party Claim without the consent of reasonably requested by the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Party. (b) The Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent be entitled to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Article IX Section ‎7.03, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense. If the Indemnifying Party fails to assume or declines to assume the defense of any such proceeding within thirty (30) days after notice thereof, or fails to prosecute the defense of such claim in good faith and with reasonable diligence, the Indemnified Party may assume the defense thereof for the account and at the risk of the Indemnifying Party (including with respect to reasonable attorney’s fees in connection therewith, but subject to the limitations set forth in this ‎Article 7). To the extent the Indemnifying Party is controlling the defense of a Third Party Claim, the Indemnified Party may participate at his or its own expense in the defense of such Third Party Claim; provided that the reasonable costs and expenses of separate counsel to the Indemnified Party shall be borne by the Indemnifying Party (to the extent such costs and expenses constitute indemnifiable Damages hereunder) if, in the opinion of external counsel to the Indemnified Party, there is a material conflict of interest between the Indemnifying Party and the records of each shall be reasonably available to the other Indemnified Party with respect to such defenseproceeding. The Indemnifying Party shall pay promptly to the Indemnified Party any Losses to which the Indemnified Party is finally determined to be entitled under this ‎Article 7. (c) Notwithstanding anything in this ‎Section 7.03 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the other party, settle or compromise any Third Party Claim or permit a default or consent to entry of any judgment. Notwithstanding the foregoing, consent of the Indemnified Party shall not be required for any such settlement if (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party (other than, for the avoidance of doubt, the payment of the Deductible, to the extent applicable), (ii) such settlement does not permit any order, injunction or other equitable relief to be entered, directly or indirectly, against the Indemnified Party and (iii) such settlement includes a release of such Indemnified Party from all Liability on claims that are the subject matter of such Third Party Claim. If the Indemnifying Party makes any payment on any Third Party Claim, then the Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Third Party Claim (net of the costs and expenses of the Indemnified Party associated with the collection thereof). (d) Each party shall cooperate, and cause its respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith, the reasonable costs of which shall be deemed Damages for purposes hereof.

Third Party Claim Procedures. In the case of any claim asserted by a third (a) The party (a “Third Party Claim”) against a party entitled to seeking indemnification under this Agreement Section 11.02 (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after of the assertion of any claim or the commencement of any suit, action or proceeding by any third party in respect of which indemnity may be sought under such Indemnified Party has actual knowledge of such Section (each, a “Third Party Claim, and the Indemnified Party ”). Such notice shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results in a lack of actual notice shall have materially and adversely prejudiced the Indemnifying Party. Thereafter, the Indemnified Party shall from time to time deliver to the Indemnifying Party (if the Indemnifying Party assumed control of the defense pursuant to Section 11.03(b) below) promptly following receipt thereof, copies of all notices and such documents, including all court papers, received by the Indemnified Party relating to the Third Party Claim. An Indemnified Party’s failure to timely provide notice or copies of documents shall not relieve the Indemnifying Party from its indemnification obligations, except to the extent the Indemnifying Party is materially actually and demonstrably prejudiced as a result of such failure failure. (b) The Indemnifying Party shall, subject to the limitations set forth in this Section, be given notice. If entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge that it would have an indemnity obligation for the Damages resulting from such Third Party Claim as provided under this Article 11 and (ii) furnish the Indemnified Party with evidence that the Indemnifying Party has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party (so long as such counsel is reasonably acceptable to the Indemnifying Party) if (i) the Indemnifying Party does not promptly deliver the acknowledgment referred to in Section 11.03(b)(i) within 30 days of receipt of notice of the Third Party Claim pursuant to Section 11.03(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or (v) the Indemnifying Party has failed or is failing to prosecute or defend the Third Party Claim actively and in good faith. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of Section 11.03(c), the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of such Third Party Claim following notice thereofunless the settlement (i) expressly and unconditionally releases the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim and (ii) does not impose injunctive or other equitable relief against the Indemnified Party or any of its Affiliates; provided that no such prior written consent shall be required with respect to a settlement of any matter listed in Schedule 11.02 so long as such settlement does not impose injunctive or other equitable relief against the Indemnified Party or any of its Affiliates and the applicable indemnification remains in effect with respect to any liabilities and obligations not released. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with paragraphs (b) and (c) above, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose, it being understood, however, that the Indemnifying Party shall control such defense. The fees and expenses of such separate counsel shall be borne by the Indemnified Party; provided that in such event the Indemnifying Party shall pay the fees and expenses of such separate counsel (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim or (ii) if representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest. (f) If the Indemnified Party is controlling the defense of a Third Party Claim, (i) the Indemnifying Party shall be entitled to participate in the defense of any Third Party Claim together with separate counsel of its choice for such purpose, it being understood, however, that the Indemnified Party shall, subject to this Article IX the limitations set forth in clause (ii), control such defense and (ii) the Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which shall not be withheld unreasonably, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. (g) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall retain and furnish or cause to be retained and furnished such records of each shall and information and provide testimony, make employees reasonably available and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably available to the other with respect to such defenserequested in connection therewith.

Third Party Claim Procedures. In the case of any claim asserted by a third (a) The party (a “Third Party Claim”) against a party entitled to seeking indemnification under this Agreement Section ‎12.01 or Section ‎12.02 (an the “Indemnified Party”), ) shall give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such the assertion of any claim or the commencement of any Action by any Third Party (“Third-Party Claim, ”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such Third-Party Claim and the Indemnified Party shall permit basis for indemnification (taking into account the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have actually prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in the defense of any Third-Party Claim and shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party shall, within thirty days after delivery of a lack notice by the Indemnified Party of actual such Third-Party Claim, give written notice to the Indemnified Party that it is assuming and controlling the defense of such Third-Party Claim and acknowledging that it would (based on the facts set forth in the notice by the Indemnified Party of such Third-Party Claim and without prejudice to the Indemnifying Party’s right to subsequently assert as a defense to its indemnification obligations under this Article ‎12 any material facts or circumstances not known to the Indemnifying Party and at the time of its assumption of such defense) have an indemnity obligation for the Damages resulting from such Third-Party Claim as provided under this Article ‎12; provided, further, that the Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third-Party Claim, and shall pay the fees and expenses of counsel retained by the Indemnified Party, if (A) the Third-Party Claim relates to or arises in connection with any criminal or quasi-criminal proceeding, Action, indictment, allegation or investigation, (B) the Third-Party Claim seeks as its primary remedy non-monetary, injunctive or equitable relief against the Indemnified Party or any of its Affiliates, (C) the amount in dispute is materially prejudiced reasonably likely to exceed the maximum amount for which the Indemnifying Party can then be liable pursuant to this Article ‎12 or (D) it is reasonably likely that the Indemnified Party (as opposed to the Indemnifying Party) will bear a result greater portion of the Damages with respect to such failure to be given noticeThird-Party Claim (after taking into account the application of the limitations set forth in Section ‎12.05 and any other pending or resolved claims for indemnification). If the Indemnifying Party does not promptly shall so assume the control of the defense of a Third-Party Claim, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of such Third Third-Party Claim following notice thereofif (i) the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all Liabilities with respect to such Third-Party Claim, (ii) the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates, (iii) the settlement includes the admission of any wrongdoing by the Indemnified Party or any of its Affiliates, (iv) the Indemnifying Party does not pay all amounts in such settlement or (v) the settlement creates any Lien on any assets of any Indemnified Party or any of its Affiliates. (c) If the Indemnifying Party is controlling the defense of a Third-Party Claim, the Indemnified Party shall be entitled to assume and control participate in the defense of such defense Third-Party Claim and to settle or agree to pay employ separate counsel of its choice for such purpose, in full which case the fees and expenses of such Third Party Claim without separate counsel shall be borne by the consent of Indemnified Party; provided that the Indemnifying Party without prejudice to shall pay the ability fees and expenses of such separate counsel if (i) representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest or (ii) there are material legal defenses available to enforce its claim for indemnification against an Indemnified Party that are different from or in addition to those available to the Indemnifying Party. In case the Indemnified Party chooses to participate in the defense of a Third-Party Claim, the Indemnifying Party hereunder. Except with the prior written consent of shall keep the Indemnified PartyParty reasonably informed with respect to such Third-Party Claim. (d) Each party shall reasonably cooperate, no Indemnifying Partyand cause their respective Affiliates to reasonably cooperate, in the defense or prosecution of any Third-Party Claim and shall furnish or cause to be furnished such Third Party Claimrecords, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith; provided that no party shall consent be required to entry of disclose any judgment such records or enter into any settlement information that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate would result in the defense loss of any Third Party Claim subject attorney-client privilege, but such party shall use its reasonable best efforts to this Article IX and the develop an alternative to providing such records of each shall be or information that is reasonably available acceptable to the other with respect to such defenseparty.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third Party Claim”a) against a party entitled to The Person seeking indemnification under this Agreement Section 8.2 (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required Party against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such the assertion of any claim or the commencement of any suit, action or proceeding by any Third Party (“Third-Party Claim, ”) in respect of which indemnity may be sought under Section 8.2. Such notice shall set forth in reasonable detail such Third-Party Claim and the Indemnified Party shall permit basis for indemnification (taking into account the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations or liability hereunder, except to the extent that such failure results shall have actually adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third-Party Claim and, subject to the limitations set forth in this Section 8.4, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided, that the Indemnified Party is hereby authorized, prior to the Indemnifying Party’s delivery of a written election to the Indemnified Party and of its agreement to defend such Third-Party Claim, to file any motion, answer or other pleading that it shall reasonably deem necessary to protect its interests or those of the Indemnifying Party. (c) If the Indemnifying Party is materially prejudiced as a result elects to assume the defense of any such Third-Party Claim, it shall within 30 days after receipt of the notice referred to in Section 8.4(a) notify the Indemnified Party in writing of its intent to do so. The Indemnifying Party will have the right to assume control of such failure to be given noticedefense of the Third-Party Claim only for so long as it conducts such defense with reasonable diligence. The Indemnifying Party shall keep the Indemnified Parties advised of the status of such Third-Party Claim and the defense thereof on a reasonably current basis and shall consider in good faith the recommendations made by the Indemnified Parties with respect thereto. If the Indemnifying Party does not promptly assume assumes the control of the defense of such Third any Third-Party Claim following notice thereofin accordance with the provisions of this Section 8.4, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement or compromise of such Third-Party Claim, if (A) the settlement or compromise does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third-Party Claim, (B) the settlement or compromise imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates, or (C) the Indemnifying Party does not agree in writing to pay such amounts payable pursuant to such settlement or compromise, and (ii) the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, participate in the defense of any such Third Third-Party ClaimClaim and to employ, shall consent to entry at its expense, separate counsel of its choice for such purpose; provided, that if the Indemnifying Party assumes the defense of any judgment such Third-Party Claim but fails to diligently prosecute such claim, or if the Indemnifying Party does not assume the defense of any such claim, the Indemnified Party may assume control of such defense and the Indemnifying Party will bear the reasonable costs and expenses of such defense (including reasonable attorneys’ fees and expenses); and provided, further, that notwithstanding the foregoing, the Indemnifying Party shall pay the reasonable costs and expenses of such defense (including reasonable attorneys’ fees and expenses) of the Indemnified Party if (x) the Indemnified Party’s counsel shall have reasonably concluded and advised that there are defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (y) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel for the Indemnifying Party and the Indemnified Party. Notwithstanding anything to the contrary in this Agreement, the Indemnifying Party will not be permitted to settle, compromise, take any corrective or remedial action or enter into an agreed judgment or consent decree, in each case, that subjects the Indemnified Party to any settlement that provides for injunctive criminal liability, requires an admission of guilt or other nonmonetary relief affecting wrongdoing on the part of the Indemnified Party or that does not include as an unconditional term thereof imposes any continuing obligation on or requires any payment from the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability without the Indemnified Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed. (d) Each Party shall reasonably cooperate, and wrongdoing with respect cause their respective controlled Affiliates to such Third Party Claim. Seller and Buyers shall cooperate reasonably cooperate, in the defense or prosecution of any Third Third-Party Claim subject and shall furnish or cause to this Article IX be furnished such records, information and the records of each shall testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably available to the other with respect to such defenserequested in connection therewith.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third Party Claim”a) against a party entitled to Each Person seeking indemnification under this Agreement ‎Article 10 (an either the Buyer Indemnified Party or the Truist Indemnified Party, the “Indemnified Party”), ) shall give prompt written notice shall be given by the Indemnified Party to the party required to provide Person from whom indemnification is sought (the “Indemnifying Party”) promptly after such of the assertion of any claim or the commencement of any Action by any third party (“Third Party Claim”); provided that the failure of the Indemnified Party has actual knowledge to give notice as provided in this ‎Section 10.02(a) shall not relieve any Indemnifying Party of its obligations under ‎Section 10.01, except to the extent that such failure adversely prejudices the rights of any such Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification (taking into account the information then available to the Indemnified Party). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, as promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all written notices and documents (including any court papers) received by the Indemnified Party relating to the Third Party Claim and the Indemnified Party shall provide the Indemnifying Party with such other information with respect to any such Third Party Claim reasonably requested by the Indemnifying Party. Except as set forth in this ‎Section 10.02(a) or Section 10.02(f), the Indemnifying Party shall have the right, upon written notice to the Indemnified Party within 30 days of receipt of notice from the Indemnified Party of the commencement of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for Claim at the sole expense of the Indemnifying Party who with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. Notwithstanding the foregoing in this ‎Section 10.02(a) and subject to Section 10.02(f), the Indemnifying Party shall not have the right to assume control of such defense if the Third Party Claim of which the Indemnifying Party seeks to assume control (i) seeks non-monetary relief in any material respect (other than customary confidentiality obligations and customary releases of claims), (ii) involves criminal or quasi-criminal allegations, (iii) seeks the imposition of a consent order, injunction or decree that would materially restrict the future activity or conduct of the Indemnified Party, (iv) involves an actual or potential conflict of interest, in the reasonable judgment of outside legal counsel of the Indemnified Party, that would make it inappropriate for the same counsel to represent the Indemnifying Party and the Indemnified Party or (v) solely in the case of a General Indemnified Matter, would not reasonably be expected to result in Damages in respect thereof in excess of the Per Claim Deductible (as it may be reduced in accordance with the proviso to Section 10.01(c)), as assessed at the time the Indemnifying Party is seeking to assume control thereof (each of the foregoing, an “Exception Claim”). In the event that the Indemnifying Party fails to elect to assume control of the defense of any Third Party Claim in the manner set forth in this ‎Section 10.02(a) or such Third Party Claim is or at any time becomes, an Exception Claim, the Indemnified Parties may, at the Indemnifying Party’s cost and expense, defend against the Third Party Claim; provided that the (A) Indemnifying Party shall nonetheless have the right to participate in the defense of such Third Party Claim shall be reasonably satisfactory giving rise to the Indemnified Party’s claim for indemnification at the Indemnifying Party’s sole cost and expense (subject to the limitations set forth under this ‎Article 10), and (B) the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve reasonably consult with the Indemnifying Party of its indemnification obligation under this Agreement except to regarding the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result strategy for defense of such failure to be given noticeclaim. If the Indemnifying Party does not promptly shall assume the defense of any Third Party Claim pursuant to this ‎Article 10, then the Indemnified Party may participate, at his or its own expense, in the defense of such Third Party Claim following notice thereof, the Claim; provided that such Indemnified Party shall be entitled to assume and control participate in any such defense with separate counsel at the expense of the Indemnifying Party if (1) requested by the Indemnifying Party to participate or (2) in the reasonable opinion of counsel to the Indemnifying Party, a material conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; provided, further, that the Indemnifying Party shall not be required to pay for more than one such counsel (plus one local counsel in each relevant jurisdiction) for all Indemnified Parties in connection with any Third Party Claim. (b) Notwithstanding anything in this ‎Section 10.02 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the other party, settle or agree compromise any Third Party Claim or permit a default or consent to pay entry of any judgment. Notwithstanding the foregoing, consent of the Indemnified Party shall not be required for any such settlement if (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, (ii) such settlement does not permit any order, writ, injunction, decree, judgment, award, settlement or stipulation issued, promulgated, made, rendered or entered into by or with any Governmental Authority or other equitable relief to be entered, directly or indirectly, against the Indemnified Party and (iii) such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claim without the consent and does not include any statement as to or any admission of fault, culpability or failure to act by or on behalf of any Indemnified Party. If the Indemnifying Party without prejudice makes any payment on any Third Party Claim, then the Indemnifying Party shall be subrogated, to the ability extent of such payment, to all rights and remedies of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent any insurance benefits or other claims of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller . (c) After any decision, judgment or award shall have been rendered by a Governmental Authority of competent jurisdiction, or a settlement shall have been consummated (in accordance with this ‎Article 10), or the Indemnified Party and Buyers the Indemnifying Party shall cooperate have arrived at a mutually binding agreement with respect to a Third Party Claim hereunder, the Indemnified Party shall forward to the Indemnifying Party notice of any sums due and owing by the Indemnifying Party pursuant to this Agreement with respect to such matter. (d) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim subject and shall furnish or cause to this Article IX be furnished such records, information and the records of each shall testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably available requested in connection therewith. (e) Notwithstanding anything to the other contrary in this Agreement, with respect to such defenseany Tax matters, to the extent of any conflict between the provisions of this ‎Article 10 and ‎Article 6, ‎Article 6 shall govern.

Third Party Claim Procedures. In Each Buyer Indemnified Person agrees to give prompt notice in writing to the case Indemnifying Person of the assertion of any claim asserted or the commencement of any suit, action, audit, investigation or proceeding by a any third party (a “Third Third-Party Claim”) against in respect of which indemnity may be sought under ýSection 9.2(a). Such notice shall set forth in reasonable detail the facts and circumstances of such Third-Party Claim known to the Buyer Indemnified Person and the basis for indemnification in respect thereof (taking into account the information then available to the Buyer Indemnified Persons). The failure of a party Buyer Indemnified Person to so notify the Indemnifying Person shall not relieve the Indemnifying Person of its indemnity obligations hereunder, except to the extent such failure shall have materially prejudiced the Indemnifying Person (and then the Indemnifying Person shall only be released to the extent of such prejudice). The Indemnifying Person shall be entitled to indemnification under participate in the defense of any Third-Party Claim and, subject to the limitations set forth in this Agreement (an “Indemnified Party”)ýSection 9.3, notice shall be given by the Indemnified Party entitled, to the party required to provide indemnification extent permitted by applicable Law, within fifteen (the “Indemnifying Party”15) promptly after such Indemnified days of receipt of notice of Third-Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) Claim to assume the defense of such Third Party Claim, provided that Claim at the expense of the Indemnifying Person with counsel selected by the Indemnifying Person and reasonably acceptable to Buyer; providedthat the Indemnifying Person shall not be entitled to assume the defense of a Third-Party Claim if (ai) in the reasonable opinion of counsel for the Buyer Indemnified Person, there exists a conflict of interest between such Buyer Indemnified Person and the Indemnifying Party who shall conduct the defense of such Third Person, or (ii) a Third-Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in seeks equitable relief or is a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given noticecriminal claim. If the Indemnifying Party does not promptly Person shall assume the control of the defense of such Third any Third-Party Claim following notice thereofin accordance with the provisions of this ýSection 9.3, (x) the Buyer Indemnified Party Persons shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, participate in the defense of any Third-Party Claim and to employ separate counsel of their choice and at their own expense for such Third purpose (providedthat if there is a conflict of interest between the Buyer Indemnified Persons and the Indemnifying Person and the Buyer Indemnified Persons nonetheless allow the Indemnifying Person to assume the defense of the Third-Party Claim, the Indemnifying Person shall consent to entry be responsible for the reasonable fees and expenses of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff one counsel to such Buyer Indemnified Party of an irrevocable release from all liability Persons in connection with such defense), and wrongdoing (y) the Indemnifying Person shall keep the Buyer Indemnified Persons timely informed with respect to the status and nature of such Third Party Claimdefense, including by providing copies of all materials received or submitted in connection with such defense, and shall in good faith allow the Buyer Indemnified Persons to make comments to the Indemnifying Person regarding the materials submitted in such defense. Seller and Buyers shall cooperate in If the Indemnifying Person assumes the defense of any Third Third-Party Claim, it shall obtain the prior written approval of the Buyer Indemnified Person before entering into any settlement, compromise or discharge of such or ceasing to defend against such Third-Party Claim subject prior to this Article IX its final conclusion; provided, however, that the Buyer Indemnified Person shall agree to any settlement, compromise or discharge of such Third-Party Claim that the Indemnifying Person may recommend and that by its terms obligates the records Indemnifying Person to pay the full amount of the liability in connection with such Third-Party Claim (without recourse to any of the Buyer Indemnified Persons or their respective Affiliates), but only if (I) such settlement, compromise or discharge involves only the payment of money, and (II) such settlement, compromise or discharge (1) does not impose any liabilities, financial or other, or restrictions on any Buyer Indemnified Person, (2) contains no finding or admission of violation of Law or violation of rights by any Buyer Indemnified Person, and (3) provides, in customary form, for the unconditional irrevocable release of each Buyer Indemnified Person potentially affected by such Third-Party Claim from all liabilities in connection with such Third-Party Claim. Each Party shall reasonably cooperate, and cause its Affiliates to reasonably cooperate, in the defense or prosecution of any Third-Party Claim, and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, in each case, as may be reasonably available to the other with respect to such defenserequested and relevant in connection therewith.

Third Party Claim Procedures. In (a) Any Person seeking indemnification under this Article 12 (the case “Indemnified Party”) shall give prompt written notice (a “Claim Notice”) to the Person from whom indemnification is sought (the “Indemnifying Party”) of the assertion of any claim asserted or the commencement of any Action by a any third party that is the subject of indemnification under Section 12.02 (a “Third Party Claim”); provided, that the failure of the Indemnified Party to give notice as provided in this Section 12.03(a) against a party entitled shall not relieve any Indemnifying Party of its obligations under Section 12.02, except to the extent that such failure materially and adversely prejudices the rights of any such Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the basis for indemnification under this Agreement (an “taking into account the information then available to the Indemnified Party”). Thereafter, notice the Indemnified Party shall be given deliver to the Indemnifying Party, as promptly as reasonably practicable following the Indemnified Party’s receipt thereof, copies of all written notices and material documents (including any court papers) received by the Indemnified Party relating to the party required Third Party Claim and the Indemnified Party shall provide the Indemnifying Party with such other information with respect to provide indemnification (any such Third Party Claim reasonably requested by the “Indemnifying Party”. The Indemnifying Party shall have the right, at its sole option and expense, to be represented by counsel of its choice and, subject to the limitations set forth in this Section 12.03, to assume control of, and defend against, negotiate, settle (subject to clause (b)) promptly after or otherwise deal with such Third Party Claim by providing written notice to the Indemnified Party has actual knowledge thereof within twenty (20) days after receipt of a Claim Notice in respect of such Third Party Claim, and but the Indemnified Party shall permit may nonetheless participate in the defense of such Third Party Claim with its own counsel and at its own expense except as set forth below. If the Indemnifying Party (at the expense of such Indemnifying elects not to defend against, negotiate, settle or otherwise deal with any Third Party and so long as the Indemnifying Party acknowledges in writing its obligation Claim pursuant to indemnify this Article 12, then the Indemnified Party for Losses related may defend against, negotiate, settle (subject to clause (b)) or otherwise deal with such Third Party Claim) . If the Indemnifying Party shall assume the defense of any Third Party Claim pursuant to assume this Article 12, then the Indemnified Party may participate, at his or its own expense, in the defense of such Third Party Claim; provided, provided that (a) such Indemnified Party shall be entitled to participate in any such defense with separate counsel for at the expense of the Indemnifying Party who if (i) requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of counsel to the Indemnifying Party, a material conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; provided, further, that the Indemnifying Party shall conduct not be required to pay for more than one such counsel (and one additional firm of legal counsel in each jurisdiction implicated in such legal proceedings), as needed, for all Indemnified Parties in connection with any Third Party Claim. Notwithstanding anything to the contrary herein, if a Third Party Claim (A) seeks as its primary remedy non-monetary relief which, if granted, could adversely affect the Indemnified Party or its Affiliates and that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be readily separated from any related claim for money damages, (B) involves a criminal or quasi-criminal proceeding, or (C) asserts Damages in excess of the applicable liability cap set forth herein (after taking into account all prior and pending indemnifiable Damages), then, in each case, the Indemnified Party shall, in the first instance, have the right to defend against, negotiate, settle (subject to clause (b)) or otherwise deal with such Third Party Claim and, only in the event the Indemnified Party declines to do so, shall the Indemnifying Party have the right to do so as set forth above. (b) Notwithstanding anything in this Section 12.03 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the other party (such consent not to be unreasonably withheld), settle or compromise any Third Party Claim or permit a default or consent to entry of any judgment. Notwithstanding the foregoing, consent of the Indemnified Party shall not be required for any such settlement if (A) the Indemnified Party is handling the defense of such Third Party Claim shall be reasonably satisfactory to in accordance with clause (a) above or (B) (i) the Indemnified sole relief provided is monetary damages that are paid in full by the Indemnifying Party, and (ii) such settlement does not permit any Order or other equitable relief to be entered, directly or indirectly, against the Indemnified Party may participate in and (iii) such defense at settlement includes an unconditional release of such Indemnified Party’s expenseParty from all liability on claims that are the subject matter of such Third Party Claim and does not include any statement as to or any admission of fault, and (b) the culpability or failure to act by or on behalf of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given noticeParty. If the Indemnifying Party does not promptly assume the defense of such makes any payment on any Third Party Claim following notice thereofClaim, then the Indemnified Indemnifying Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice subrogated, to the ability extent of such payment, to all rights and remedies of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent any insurance benefits of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller . (c) After any decision, judgment or award shall have been rendered by a Governmental Authority of competent jurisdiction, or a settlement shall have been consummated (in accordance with this Article 12), or the Indemnified Party and Buyers the Indemnifying Party shall cooperate have arrived at a mutually binding agreement with respect to a Third Party Claim hereunder, the Indemnified Party shall forward to the Indemnifying Party notice of any sums due and owing by the Indemnifying Party pursuant to this Agreement with respect to such matter. (d) Each party shall reasonably cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim subject and shall furnish or cause to this Article IX be furnished such records, information and the records of each shall testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably available to the other with respect to such defenserequested in connection therewith.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third a) The Party Claim”) against a party entitled to seeking indemnification under this Agreement Section 7.01 or 7.02 (an the “Indemnified Party”), ) shall give prompt notice shall be given by the Indemnified Party in writing to the party required Party against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such the assertion of any claim or the commencement of any action, suit, proceeding or other claim by any third party (“Third Party Claim, and the Indemnified Party ”) in respect of which indemnity may be sought under such Section. Such notice shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have actually prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party and must acknowledge that it would have an indemnity obligation for the Losses resulting from such Third Party Claim as provided under this Article 7. (c) The Indemnifying Party is materially prejudiced as a result shall not be entitled to assume or maintain control of such failure to be given notice. If the defense of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not promptly deliver the acknowledgment referred to in Section 7.03(b) within thirty (30) days of receipt of notice of the Third Party Claim pursuant to Section 7.03(a); (ii) the Third Party Claim relates to or arises in connection with any criminal action, proceeding or claim; (iii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates; or (iv) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 7.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of such Third Party Claim. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim following notice thereofin accordance with paragraphs (b) and (c) above, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim subject and to this Article IX employ separate counsel of its choice for such purpose, in which case the fees and expenses of such separate counsel shall be borne by the Indemnified Party; provided that in such event the Indemnifying Party shall pay the fees and expenses of such separate counsel (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim or (ii) if representation of both the Indemnifying Party and the records Indemnified Party by the same counsel would create a conflict of each interest. (f) Each Party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably available to the other with respect to such defenserequested in connection therewith.

Third Party Claim Procedures. In the case (a) Within 20 days (or such earlier time as might be required to avoid prejudicing Shareholder's position) after receipt of notice of commencement of any claim asserted action evidenced by service of process or other legal pleading, Harold's shall give Shareholder written notice thereof together with a third party copy of such claim, process or other legal pleading, and Shareholder shall have the right to undertake the defense thereof by representatives of its own choosing (a “Third Party Claim”subject to approval of such representatives by Harold's which consent shall not be unreasonably withheld) against a party entitled to indemnification under this Agreement (an “Indemnified Party”)and at its own expense; provided that Harold's may participate in the defense with counsel of its own choice, notice the fees and expenses of which counsel shall be given paid by Harold's. If the Indemnified Party named parties to any such action (including any impleaded parties) include both any of Shareholder and Harold's, and Harold's has been advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to Shareholder and that joint representation would be inappropriate under applicable standards of professional conduct, then if Harold's informs Shareholder in writing that it elects to employ separate counsel, the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge fees and expenses of such Third Party Claim, and the Indemnified Party counsel shall permit the Indemnifying Party (be at the expense of such Indemnifying Party Shareholder, and so long as Shareholder shall not have the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) right to assume the defense of such Third Party Claimaction on behalf of Harold's (it being understood, provided however, that (a) counsel Shareholder shall not, in connection with any one such action or separate but substantially similar related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the Indemnifying Party who shall conduct the defense reasonable fees and expenses of such Third Party Claim more than one separate firm of attorneys at any time for Harold's, which firm shall be reasonably satisfactory to designated in writing by Harold's and it further being understood and agreed that Harold's may not settle any such action without the Indemnified Partyprior written consent of Shareholder, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and which consent shall not be unreasonably withheld). (b) In the failure event that Shareholder, by the 30th day after receipt of notice of any Indemnified Party such claim (or, if earlier, by the 10th day preceding the day on which an answer or other pleading must be served in order to give prevent judgment by default in favor of the person asserting such claim), does not elect to defend against such claim, Harold's will (upon further notice as provided herein shall not relieve to Shareholder) have the Indemnifying Party right to undertake the defense, compromise or settlement of its indemnification obligation under this Agreement except such claim on behalf of and for the account and risk of Shareholder (with all costs and expenses of Harold's being Damages to the extent that such failure results provided in a lack of actual notice Section 10.2), subject to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result right of such failure Shareholder to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice claims at any time prior to settlement, compromise or final determination thereof. (c) Notwithstanding the foregoing, the Indemnified Party Shareholder shall be entitled to assume and control such defense and to not settle or agree to pay in full such Third Party Claim any claim without the consent of Harold's unless such settlement involves only the Indemnifying Party without prejudice payment of money and the claimant provides to Harold's a release from all liability in respect of such claim. If the ability settlement of the Indemnified Party to enforce its claim for indemnification against involves more than the Indemnifying Party hereunder. Except with payment of money, Shareholder shall not settle the claim without the prior written consent of Harold's. (d) In the Indemnified Party, no Indemnifying Party, in event Shareholder assumes the defense of any such Third Third-Party Claim, it shall consent to entry of any judgment or enter into any settlement be conclusively established that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate in the defense of any Third Third-Party Claim is subject to this Article IX indemnity for Damages as provided in Section 10. (e) Harold's and Shareholder will each cooperate with all reasonable requests of the records of each shall be reasonably available to the other with respect to such defenseother.

Third Party Claim Procedures. In the case (a) If an Indemnified Party becomes aware of any third-party claim asserted by a third party against such Indemnified Party (a “Third Third-Party Claim”) against ), which such Indemnified Party reasonably believes may result in a party entitled claim for indemnification pursuant to this Article 8, such Indemnified Party shall notify the Indemnifying Party of such claim. An Indemnified Party’s failure to promptly notify the Indemnifying Party of a Third-Party Claim shall not affect any rights to indemnification under this Agreement (an “Indemnified Party”)hereunder, notice shall be given except to the extent that the Indemnifying Party demonstrates that the defense of such action is prejudiced by the Indemnified Party’s failure to give such notice.. (b) The Indemnifying Party will, unless the Third Party Claim involves Taxes, be entitled to participate in the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge defense or compromise of such Third Party ClaimClaim and, to the extent that it wishes (unless (i) the Indemnifying Party is also a party to such Third Party Claim and the Indemnified Party shall permit determines in good faith that joint representation would be inappropriate, or (ii) the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation fails to indemnify provide reasonable assurance to the Indemnified Party for Losses related of its financial capacity to defend such Third Party Claim and provide indemnification with respect to such Third Party Claim) ), to assume the defense of such Third Party Claim with counsel reasonably satisfactory to the Indemnified Party and, after notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Section 8 for any fees of other counsel or any other expenses with respect to the defense of such Third Party Claim, in each case subsequently incurred by the Indemnified Party in connection with the defense of such Third Party Claim, other than reasonable costs of investigation. If the Indemnifying Party assumes the defense of a Third Party Claim, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Third Party Claim shall are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be reasonably satisfactory to effected by the Indemnifying Party without the Indemnified Party’s consent unless (A) there is no finding or admission of any violation of Law or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Party, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party; and (iii) the Indemnified Party may participate in will have no liability with respect to any compromise or settlement of such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party claims effected without its consent. If notice is given to give notice as provided herein shall not relieve the an Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack commencement of actual notice to the Indemnifying any Third Party Claim and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly not, within fifteen days after the Indemnified Party’s notice is given (or sooner, if the nature of the Third-Party Claim so requires), give notice to the Indemnified Party of its election to assume the defense of such Third Party Claim following notice thereofClaim, the Indemnified Indemnifying Party shall will be entitled to assume and control such defense and to settle or agree to pay bound by any determination made in full respect of such Third Party Claim without or any compromise or settlement effected by the consent of Indemnified Party. If the Indemnifying Party without prejudice chooses to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, defend or participate in the defense of any Third-Party Claim, it shall have the right to receive from the affected Indemnified Party any books, records or other documents reasonably within such Indemnified Party’s control that are necessary or appropriate for such defense. (c) Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that a Third Party Claim may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such Third Party Claim, shall but the Indemnifying Party will not be bound by any determination of a Third Party Claim so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Sellers hereby consent to entry the non-exclusive jurisdiction of any judgment or enter into court in which a Third Party Claim is brought against any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or for purposes of any claim that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing may have under this Agreement with respect to such Third Party Claim. Seller Claim or the matters alleged therein, and Buyers shall cooperate in the defense of any Third Party Claim subject to this Article IX and the records of each shall agree that process may be reasonably available to the other served on Sellers with respect to such defensea claim anywhere in the world.

Third Party Claim Procedures. In (a) If an event occurs or claim arises against the case of any claim asserted by a third party Purchaser (a “Third Party Claim”) in relation to which the Purchaser will or is likely to make a Warranty Claim against a party entitled to indemnification under this Agreement the Vendor: (an “Indemnified Party”), i) the Purchaser shall give notice shall be given by the Indemnified Party within ten Business Days thereof (including reasonable details) to the party required to provide indemnification (Vendor and not make any payment or admission of liability in respect of the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and or take any other steps which may in any way prejudice the Indemnified Party shall permit defence of the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the prior written consent of the Indemnifying Vendor (such consent not to be unreasonably withheld or delayed) and subject to clause 15.6(b) otherwise act in accordance with the Vendor’s reasonable directions regarding negotiations, prosecution or defence of any Third Party without prejudice Claim; Agreement relating to the ability sale and purchase of the Indemnified Party to enforce its claim for indemnification against Business and Assets of Esphion Limited (ii) the Indemnifying Party hereunder. Except Vendor may, with the prior written consent of the Indemnified Party, no Indemnifying PartyPurchaser (not to be unreasonably withheld or delayed), in the defense name of the Purchaser, assume full control and conduct all negotiations and prosecute or defend any proceedings relating to the Third Party Claim. For this purpose the Purchaser shall make available to the Vendor all such information, books and records, and give such other co-operation (including making available employees as witnesses), as the Vendor may reasonably require for the purpose. If the written consent of the Purchaser is not provided within 15 Business Days of receipt of a written request from the Vendor, the Purchaser shall have no liability in connection with the Third Party Claim whether pursuant to the Warranties or otherwise; (iii) in relation to any dispute that the Vendor has control over under this clause 15.6, the Vendor will, prior to taking any action relevant to any Third Party Claim, shall consent to entry of any judgment or enter into any settlement consult with the Purchaser and its professional advisers (provided that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that such consultation does not include as an unconditional term thereof cause undue delay) in relation to the giving conduct and progress of all such disputes resolution procedures, challenges or court proceedings and any related correspondence and negotiations, to keep the Purchaser and its professional advisers fully informed on this progress and, to provide the Purchaser and its professional advisers with copies of all relevant documents, including drafts. The Vendor, following such consultation, shall take into account all reasonable concerns and issues raised by each claimant or plaintiff to such Indemnified Party the Purchaser in all action that is taken by the Vendor; (iv) the costs of an irrevocable release from all liability the negotiations and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate in the defense of any Third Party Claim subject to this Article IX and the records of each proceedings shall be reasonably available borne by the Vendor. (b) the Vendor in exercising the rights granted to it by this clause shall take account of all reasonable requests, including requests regarding not taking actions which may materially adversely affect the other with respect to such defensereputation of the Business.

Third Party Claim Procedures. In (a) If any matter shall arise which constitutes or may give rise to a Loss subject to indemnification by any party as provided in this Agreement (an “Indemnity Claim”), the case party seeking to be indemnified (the “Indemnified Party”) shall give prompt written notice (a “Notice of Claim”) of such Indemnity Claim to the party from whom it seeks indemnification (the “Indemnifying Party”), setting forth the relevant facts and circumstances of such Indemnity Claim in reasonable detail and the amount of indemnity sought from the Indemnifying Party with respect thereto; provided, however, that any failure to promptly notify the Indemnifying Party of the Indemnity Claim will not relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is materially prejudiced by such failure. (b) If any Indemnity Claim is based upon any claim, demand, suit or action of any claim asserted by a third party against the Indemnified Party (a “Third Party Claim”) against a party entitled to indemnification under this Agreement (an “), then the Indemnified Party”), notice shall be given by at the Indemnified time it gives the Indemnifying Party the Notice of Claim with respect to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit offer to the Indemnifying Party (at the expense of such Indemnifying Party and so long as option to have the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for which option shall be exercised by the Indemnifying Party who (if the Indemnifying Party elects to exercise) by written notice to the Indemnified Party within ten (10) days after the Indemnifying Party receives written notice of the Third Party Claim. If the Indemnifying Party exercises such option, then the Indemnifying Party shall, at its own expense, assume the defense of such Third Party Claim, shall conduct such defense diligently and in good faith, shall fully discharge at its own expense all Liability of the Indemnified Party with respect to such Third Party Claim, shall keep the Indemnified Party apprised of all developments with respect to such defense and permit the Indemnified Party (at its own expense) to consult in such defense, and shall be entitled, in its sole discretion and at its sole expense, but without any Liability of the Indemnified Party therefore and without obligating the Indemnified Party in any way, to compromise or settle such Third Party Claim upon terms acceptable to the Indemnifying Party. In the event the Indemnifying Party does not exercise its option to undertake the defense of such Third Party Claim shall be reasonably satisfactory to in the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party manner set forth above or does not promptly assume the defense of defend such Third Party Claim following notice thereofdiligently and in good faith, the Indemnified Party shall be entitled to assume and control conduct such defense in any manner it may deem appropriate (and to settle need not consult with, or agree to pay in full such Third Party Claim without the obtain any consent of from, the Indemnifying Party without prejudice to in connection therewith), the ability of Indemnifying Party shall reimburse the Indemnified Party to enforce its claim promptly and periodically (but no less often than monthly) for indemnification the costs of defending against the Third-Party Claim, including attorneys’ fees and expenses, and the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of shall remain responsible for any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting Losses the Indemnified Party may incur relating to or that does not include as an unconditional term thereof arising out of the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate in the defense of any Third Third-Party Claim subject to the fullest extent provided in this Article IX and 9. The provisions of this Section 9.05 shall not be construed so as to invalidate or impair the records of each shall be reasonably available to the other with respect to such defenseprotection afforded by any insurance policy maintained by any party.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third Party Claim”a) against a party entitled to indemnification under this Agreement (an “Indemnified Party”), notice shall be given by the The Indemnified Party agrees to give prompt notice in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after of the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”) in respect of which indemnity may be sought under such Indemnified Party has actual knowledge of Section (a “Claim Notice”). The Claim Notice shall set forth in reasonable detail such Third Party Claim, the basis for indemnification and the amount claimed (taking into account the information then available to the Indemnified Party and which amount shall permit not be conclusive of the final amount of the Third Party Claim). The failure to so notify the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligations hereunder, except to the extent such failure shall have adversely prejudiced the Indemnifying Party or the defenses or other rights available to the Indemnifying Party with respect to such Third Party Claim. (b) The Indemnifying Party shall have 30 days (or such lesser number of days set forth in the Claim Notice as may be required by court proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to defend the Indemnified Party against such Third Party Claim; it being understood that by assuming the defense of a Third Party Claim the Indemnifying Party shall acknowledge, based on the facts and circumstances then available and known and the matters alleged, that it has an indemnity obligation under this Agreement with respect to such Third Party Claim. (c) In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against a Third Party Claim, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defense, with counsel of its own choice at its expense. Once the Indemnifying Party has duly assumed the defense of a Third Party Claim, the Indemnified Party shall have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its choosing. The Indemnified Party’s participation in any such defense shall be at its expense except to the extent that such failure results in a lack of actual notice to (i) the Indemnifying Party and such the Indemnified Party are both named parties to the proceedings and the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential conflict of interest, or (ii) the Indemnified Party assumes the defense of a Third Party Claim after the Indemnifying Party is materially prejudiced has failed to diligently pursue a Third Party Claim it has assumed, as a result provided in the first sentence of such failure to be given notice. Section 7.03(e). (d) If the Indemnifying Party does not promptly shall assume the control of the defense of such any Third Party Claim following notice thereofin accordance with the provisions of this Section 7.03, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party shall not, without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party (which shall not be unreasonably withheld), settle, compromise or offer to settle or compromise any Third Party Claim on a basis that would result in (i) the imposition of a consent order, injunction, equitable relief or decree that would restrict or adversely affect the future activity or conduct of the Indemnified Party, no any of its Affiliates or the Business, (ii) a finding or admission of a violation of Law or violation of the rights of any Person by the Indemnified Party, any of its Affiliates or the Venture, (iii) a finding or admission that would have an adverse effect on other claims made or threatened against the Indemnified Party, any of its Affiliates or the Venture, or (iv) any monetary liability of the Indemnified Party or Venture that will not be promptly paid or reimbursed by the Indemnifying Party. (e) If the Indemnifying Party (i) elects not to defend the Indemnified Party against a Third Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise or (ii) after assuming the defense of a Third Party Claim, fails to take reasonable steps necessary to defend diligently such Third Party Claim within ten days after receiving written notice from the Indemnified Party to the effect that the Indemnifying Party has so failed, the Indemnified Party shall have the right but not the obligation to assume its own defense; it being understood that, subject to the other provisions of this Article 7, the Indemnified Party’s right to indemnification for a Third Party Claim shall not be adversely affected by assuming the defense of such Third Party Claim. (f) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate in the defense prosecution of any Third Party Claim subject and shall furnish or cause to this Article IX be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith; it being understood that the costs and expenses of the Indemnified Party relating thereto shall be Damages to the extent provided in Section 7.02. (g) The Indemnified Party and the records Indemnifying Party shall use reasonable best efforts to avoid production of each shall confidential information (consistent with Law), and to cause all communications among employees, counsel and others representing any party to a Third Party Claim to be reasonably available made so as to the other with respect to such defensepreserve any applicable attorney-client or work-product privileges.

Third Party Claim Procedures. In the case of any claim asserted by a third (a) The party (a “Third Party Claim”) against a party entitled to seeking indemnification under this Agreement Section 9.02 (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim, and the Indemnified Party ”) in respect of which indemnity may be sought under such Section. Such notice shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results in a lack of actual notice to shall have adversely prejudiced the Indemnifying Party and such Party. (b) The Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Article IX and the records of each Section, shall be reasonably available entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the other Indemnifying Party must acknowledge that if such Third Party Claim is successful it would have an indemnity obligation resulting from the Losses from such Third Party Claim. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 9.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party and its affiliates from all liabilities and obligations with respect to such defenseThird Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its affiliates and (ii) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. (d) Each party shall reasonably cooperate, and cause their respective affiliates to reasonably cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. In The Indemnifying Party will have the case of any claim asserted by a third party (a “right to defend the Third Party Claim”) against a party entitled Claim with counsel of its choice satisfactory to indemnification under this Agreement (an “the Indemnified Party”), notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claimexercising commercially reasonable discretion, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as (i) the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claimand without qualification (or reservation of rights) to assume the defense of such Third Party Claimits indemnification obligations as provided in this ARTICLE VII, provided that (aii) counsel for the Indemnifying Party who shall conduct provides the defense of such Third Indemnified Party Claim shall be reasonably satisfactory with evidence acceptable to the Indemnified Party, exercising commercially reasonable discretion, that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Indemnified Third Party may participate in such defense at such Indemnified Party’s expenseClaim involves only money damages and does not seek an injunction or other equitable relief, and (biv) settlement of, or an adverse judgment with respect to, the failure Third Party Claim is not, in the good faith judgment of any the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party. The Indemnified Party shall have the right to give notice as provided herein shall not relieve be represented by counsel at its own expense in any such contest, defense, litigation or settlement conducted by the Indemnifying Party of its indemnification obligation under this Agreement except to the extent provided that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume reimbursement therefore if the Indemnifying Party shall lose its right to contest, defend, litigate and control such defense and to settle or agree to pay in full such the Third Party Claim without as herein provided. The Indemnifying Party shall lose its right to defend and settle the consent of Third Party Claim if it shall fail to diligently contest, defend, litigate and settle the Third Party Claim as provided herein. So long as the Indemnifying Party without prejudice has not lost its right to defend, litigate and settle and/or obligation to contest, defend, litigate and settle as herein provided, the ability Indemnifying Party shall have the exclusive right to contest, defend and litigate the Third Party Claim and shall have the right, upon receiving the prior written approval of the Indemnified Party to enforce its claim for indemnification against (which shall not be unreasonably withheld unless such settlement does not fulfill the Indemnifying Party hereunder. Except with conditions set forth in the prior written consent following sentence and which shall be deemed automatically given if a response has not been received within the 30-day period following receipt of the proposed settlement by the Indemnified Party), no to settle any such matter, either before or after the initiation of litigation, at such time and upon such terms as it deems fair and reasonable. Notwithstanding anything to the contrary herein contained, in connection with any settlement negotiated by an Indemnifying Party, in no Indemnified Party or Indemnifying Party (as the case may be) that is not controlling the defense and/or settlement of any such the Third Party Claim, Claim (the "Non-Control Party") shall consent be required by an Indemnifying Party or Indemnified Party controlling the litigation to entry of any judgment or (and no such party shall) (x) enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving delivery by each the claimant or plaintiff to such Indemnified the Non-Control Party of an irrevocable a release from all liability in respect of such claim or litigation, (y) enter into any settlement that attributes by its terms liability to the Non-Control Party or which may otherwise have an adverse effect on the Indemnified Party's business, or (z) consent to the entry of any judgment that does not include as a term thereof a full dismissal of the litigation or proceeding with prejudice. All expenses (including attorneys' fees) incurred by the Indemnified Party in connection with the foregoing shall be paid by the Indemnifying Party. No failure by an Indemnifying Party to acknowledge in writing its indemnification obligations under this ARTICLE VII shall relieve it of such obligations to the extent they exist. If an Indemnified Party is entitled to indemnification against a Third Party Claim, and wrongdoing the Indemnifying Party fails to accept a tender of, or assume, the defense of a Third Party Claim pursuant to this ARTICLE VII, or if, in accordance with respect the foregoing, the Indemnifying Party does not have the right or shall lose its right to contest, defend, litigate and settle such a Third Party Claim, the Indemnified Party shall have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such Third Party Claim, and may settle such Third Party Claim, either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable, provided that at least 20 days prior to any such settlement, written notice of its intention to settle is given to the Indemnifying Party. Seller If, pursuant to this Section 7.04(b), the Indemnified Party so contests, defends, litigates or settles a Third Party Claim, for which it is entitled to indemnification hereunder as provided herein, the Indemnified Party shall be reimbursed by the Indemnifying Party for the Damages that constitute reasonable attorneys' fees and Buyers other expenses of defending, contesting, litigating and/or settling the Third Party Claim which are incurred from time to time, forthwith following the presentation to the Indemnifying Party of itemized bills for said attorneys' fees and other expenses. The Indemnified Party or the Indemnifying Party, as the case may be, shall cooperate furnish such information in reasonable detail as it may have with respect to a Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) to the other party if such other party is assuming defense of such claim, and make available all records and other similar materials which are reasonably required in the defense of any such Third Party Claim subject to this Article IX and shall otherwise cooperate with and assist the records defending party in the defense of each shall be reasonably available to the other with respect to such defenseThird Party Claim.

Third Party Claim Procedures. (a) In the case of event that any claim Action for which the Seller may have liability under Section 8.13(a) to an Indemnified Person is asserted against or sought to be collected from any Indemnified Person by a third party (a “Third Party Claim”) against a party entitled to indemnification under this Agreement (an “Indemnified Party”), notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Person shall, as soon as reasonably practicable, but in no event more than 20 Business Days following such Indemnified Person’s receipt of a Third Party has actual knowledge Claim, notify the Seller in writing of such Third Party Claim, and (i) to the extent then ascertainable describe the Indemnified Party Person’s good faith estimate of damages sought thereunder (which estimate shall permit not be conclusive of the Indemnifying Party (at the expense final amount of such Indemnifying Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto, the basis for which indemnification is sought, and so long as (ii) provide copies of the Indemnifying relevant documents evidencing such Third Party acknowledges in writing Claim (a “Claim Notice”); provided, however, that the failure to timely give a Claim Notice shall not relieve the Seller of its indemnification obligation to indemnify the Indemnified Party for Losses related under Section 8.13(a) with respect to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of has an actual notice prejudicial effect on the defenses or other rights available to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing Seller with respect to such Third Party Claim. Thereafter, the Indemnified Person shall promptly deliver, as soon as reasonably practicable, to the Seller, following the Indemnified Person’s receipt thereof, copies of all notices and documents (including court papers and correspondence with Governmental Authorities) actually received by the Indemnified Person directly relating to the Third Party Claim. Except as otherwise provided herein, the Seller and Buyers shall cooperate in be entitled to assume the defense of any Third Party Claim. If the Seller wishes to assume such defense, it shall have 45 days after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Person that it desires to defend the Indemnified Person against such Third Party Claim, unless the Indemnified Person has notified the Seller in the Claim Notice that it has LEGAL_US_E # 189211418.6 determined in good faith that there is a reasonable probability that such Third Party Claim may result in injunctive or other nonmonetary relief against the Indemnified Person, in which case the Seller shall not have any rights to defend the Indemnified Person against such Third Party Claim. (b) In the event that the Seller notifies the Indemnified Person within the Notice Period that it wishes to assume the defense of a Third Party Claim in accordance with the provisions of Section 8.14(a), the Seller shall have the right to defend the Indemnified Person by appropriate proceedings and shall have the power to direct and control such defense, at its sole cost and expense, with counsel reasonably satisfactory to the Indemnified Person, subject to this Article IX and the records of each shall be reasonably available to the other limitations set forth in this Section 8.14. Once the Seller has duly assumed the defense of a Third Party Claim, the Indemnified Person shall have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its own choosing. The Indemnified Person shall participate in any such defense at its expense; provided, however, that if the Seller and the Indemnified Person are both named parties to the proceedings and the Indemnified Person shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the Seller shall be liable for the reasonable fees and expenses of one counsel to the Indemnified Person in each jurisdiction for which the Indemnified Person reasonably determines counsel is required. The Seller shall not, without the prior written consent of the Indemnified Person, settle, compromise or offer to settle or compromise any Third Party Claim on a basis that (i) would or would reasonably be expected to result in (A) injunctive or other nonmonetary relief against the Indemnified Person or any of its Affiliates, including the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Person or any of its Affiliates, (B) a finding or admission of a violation of Law or violation of the rights of any Person by the Indemnified Person or any of its Affiliates or (C) any monetary liability of the Indemnified Person that will not be promptly paid or reimbursed by the Seller, (ii) relates to any matter for which the Buyer, its Affiliates or any other insured has sought or intends to seek a claim under the R&W Policy or (iii) provides solely for monetary damages that are paid in full by the insurer(s) under the R&W Policy. Whether or not the Seller assumes the defense of a Third Party Claim, the Indemnified Person shall not, without the prior written consent of the Seller (which consent shall not be unreasonably delayed, withheld or conditioned), settle, compromise or offer to settle or compromise any Third Party Claim. (c) If the Seller (i) elects not to defend the Indemnified Person against a Third Party Claim, whether by not giving the Indemnified Person timely notice of its desire to so defend or otherwise, or (ii) is not entitled to defend the Third Party Claim pursuant to Section 8.14(a), the Indemnified Person shall have the right, but not the obligation, to assume its own defense and the Seller shall have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its choosing at its own expense. (d) The Indemnified Person and the Seller shall cooperate in good faith in order to ensure the proper and adequate defense of a Third Party Claim, including by providing reasonable access to each other’s relevant business records and other documents, and employees. The Seller shall keep the Indemnified Person reasonably apprised of any significant developments relating to any Third Party Claim of which the Seller has assumed the defense, including any proposed compromise, settlement or appeal with respect thereto. (e) The Indemnified Person and the Seller shall use their reasonable best efforts to such defenseavoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing any party to a Third Party Claim to be made so as to preserve any applicable attorney-client or work-product privileges. LEGAL_US_E # 189211418.6 (f) For the avoidance of doubt, nothing in this Section 8.14 is intended to, and shall in no way, (i) limit, impede, nullify, or otherwise modify any (x) of the survival periods contained in the R&W Policy or the ability to seek or exercise any remedy under the R&W Policy, nor shall any Person take any action (or inaction) which could reasonably be expected to result in any of the foregoing, nor (ii) limit, impede or nullify any claims to the extent made on the basis of or arising from Fraud.

Third Party Claim Procedures. In the case The obligations and liabilities of any claim asserted by a party under this Section 6.3.2 with respect to Losses arising from claims, assertions, events or proceedings of any third party (a “including, without limitation, claims by any assignee or successor of the Indemnified Party or any governmental agency), which are subject to the indemnification provided for in this Article 6 ("THIRD PARTY CLAIMS") shall be governed by and be subject to the following additional terms and conditions: if the Indemnified Party shall receive written notice of any Third Party Claim”) against a party entitled to indemnification under this Agreement (an “Indemnified Party”), notice shall be given by the Indemnified Party to shall give the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge Parties prompt written notice of such Third Party Claim, Claim (subject to the proviso in Section 6.3.1 above) and the Indemnified Party shall permit the Indemnifying Party (at the expense any of such Indemnifying Parties, at its option, to participate in the defense of such Third Party Claim by counsel of its own choosing and so long as at its expense. If any of the Indemnifying Party Parties acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claimhereunder against any Loss (without limitation) to assume the defense of that may result from such Third Party Claim, provided that (a) counsel for the then such Indemnifying Party who shall conduct be entitled, at its option, to assume and control the defense of against such Third Party Claim shall be reasonably satisfactory at its expense and through counsel of its choice if it gives prompt written notice of its intention to do so to the Indemnified Party unless, in the reasonable opinion of counsel for the Indemnified Party, and there is a conflict or a potential conflict of interest between the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of in such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereofaction, suit or proceeding, in which event the Indemnified Party shall be entitled to assume and control direct the defense with respect to, but only with respect to, those issues as to which such conflict exists. In the event any of the Indemnifying Parties exercises its right to undertake the defense and to settle or agree to pay in full against any such Third Party Claim as provided above, the Indemnified Party shall, and it shall cause its affiliates to, cooperate with such Indemnifying Party in such defense and make available to such Indemnifying Party all pertinent records, materials and information in their possession or under their control relating thereto as is required by such Indemnifying Party. No Third Party Claim, except the settlement thereof which involves the payment of money only for which the Indemnified Party is fully indemnified (without the consent limitation) by any of the Indemnifying Party without prejudice to Parties and the ability unconditional release from all related liability of the Indemnified Party to enforce its claim for indemnification against Party, may be settled by any of the Indemnifying Party hereunder. Except with Parties without the prior written consent of the Indemnified Party, no Indemnifying Party, in . Any settlement of a Third Party Claim by the defense Indemnified Party without the written consent of any of the Indemnifying Parties shall discharge such Indemnifying Parties from all liability hereunder with respect to the subject matter of such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate in the defense of any Third Party Claim subject to this Article IX and the records of each shall be reasonably available to the other with respect to such defense.

Third Party Claim Procedures. In (i) Any Person entitled to indemnification hereunder shall herein be referred to as an “Indemnitee”. A Party obligated to indemnify an Indemnitee hereunder shall herein be referred to as an “Indemnitor”. For the avoidance of doubt, in each case where the Indemnitee or the Indemnitor is Arigossi, then in each such case all references to such Indemnitee or Indemnitor, as the case may be, in this Section 7.2 shall be deemed (except for provisions relating to an obligation to make or a right to receive any payments) to refer to Arigossi acting on behalf of such Indemnitee or Indemnitor, as applicable. Promptly (and in any event within thirty (30) days) after an Indemnitee either receives notice of any claim asserted by a third party party, or the commencement of any action by any third party, which such Indemnitee reasonably believes may give rise to a claim for indemnification from an Indemnitor hereunder (a “Third Party Claim”) ), such Indemnitee shall, if a claim in respect thereof is to be made against a party entitled to indemnification an Indemnitor under this Agreement (an “Indemnified Party”)Article VII, notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after notify such Indemnified Party has actual knowledge Indemnitor in writing of such Third Party Claim, which notice shall (A) describe the facts and circumstances giving rise to the Indemnified Third Party shall permit Claim to the Indemnifying Party extent known by such Indemnitee, and (B) set forth the amount or estimated amount of the Losses if known or reasonably ascertainable at the expense time the claim is made; provided, however, that failure to notify an Indemnitor of a Third Party Claim shall not relieve such Indemnitor of any of its obligations hereunder, except to the extent the Indemnitor is actually and materially prejudiced in its defense of such Indemnifying Third Party Claim by such failure. Except as provided in this Section 7.2(g), the Indemnitor shall have the right, at its sole expense, using counsel reasonably acceptable to the Indemnitee and so long as subject to the Indemnifying Party acknowledges terms and conditions set forth in writing its obligation this Section 7.2(g), to indemnify the Indemnified Party for Losses related to contest, defend, litigate or settle any such Third Party Claim; provided, that (i) the Indemnitor shall have notified the Indemnitee in writing of its intention to assume the defense of such Third Party ClaimClaim within thirty (30) days of the Indemnitee having given notice of the Third Party Claim to the Indemnitor; (ii) the Indemnitor shall have expressly agreed in such notice to the Indemnitee that, provided that (a) counsel for subject to any limitations set forth in this Article VII, as between the Indemnifying Party who Indemnitor and the Indemnitee, the Indemnitor shall conduct the defense of be solely obligated to fully satisfy and discharge such Third Party Claim without reservation of any rights; (iii) such Third Party Claim does not relate to or arise in connection with any criminal or quasi criminal proceeding, action, indictment, allegation or investigation; (iv) such Third Party Claim does not seek an injunction or equitable or other non-monetary relief against the Indemnitee; (v) such Third Party Claim is not, in the reasonable judgment of the Indemnitee, likely to result in Losses that will exceed the limitations on the right of the Indemnitee to indemnification contained in Section 7.2(c); and (vi) the Indemnitor shall at all times be using commercially efforts to diligently contest the Third Party Claim (the conditions set forth in foregoing clauses (i) through (vi) being collectively referred to as the “Litigation Conditions”). The Indemnitee shall have the right to participate in, and to be represented by counsel (at its own expense) in any such contest, defense, litigation or settlement conducted by the Indemnitor; provided, that the Indemnitee shall be reasonably satisfactory entitled to reimbursement for its reasonable and documented expenses in connection therefor if the Indemnified PartyIndemnitor shall lose its right to contest, defend, litigate and settle the Indemnified applicable Third Party may participate in such defense at such Indemnified Party’s expense, and (b) Claim due to the failure of any Indemnified Party to give notice as provided herein of the Litigation Conditions. (ii) The Indemnitor, if it shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume have assumed the defense of such a Third Party Claim following notice thereofas provided in this Section 7.2(g), shall not consent to a settlement of, or the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full entry of any judgment arising from, any such Third Party Claim without the prior written consent of the Indemnifying Party Indemnitee (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnitor shall not, without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified PartyIndemnitee, no Indemnifying Partyenter into any compromise or settlement which (A) commits the Indemnitee to take, or to forbear to take, any action or (B) does not provide for a complete release by such third party of the Indemnitee. Notwithstanding anything contained herein to the contrary, the Indemnitee shall have the sole and exclusive right to settle any Third Party Claim, on such terms and conditions as it deems reasonably appropriate, if such Third Party Claim involves criminal or quasi criminal allegations or seeks primarily equitable or other non-monetary relief. All expenses (including attorneys’ fees) incurred by the Indemnitor in connection with the foregoing shall be paid by the Indemnitor. No failure by an Indemnitor to acknowledge in writing its indemnification obligations under this Article VII shall relieve it of such obligations to the extent such obligations exist. (iii) If the Indemnitor fails or is not entitled to assume the defense of a Third Party Claim as provided in this Section 7.2(g) for any reason (including, for the avoidance of doubt, as a result of the failure of any of the Litigation Conditions), then the Indemnitor shall not be entitled, and shall lose its right, to contest, defend, litigate and settle such a Third Party Claim, and the Indemnitee shall have the right, without prejudice to its right to seek indemnification hereunder, in its discretion exercised in good faith, to contest, defend and litigate such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to may settle such Third Party ClaimClaim either before or after the initiation of litigation, at such time and upon such terms as the Indemnitee deems fair and reasonable, provided that at least three (3) Business Days prior to any such settlement, written notice of its intention to settle is given to the Indemnitor. Seller and Buyers shall cooperate If, in accordance with this Section 7.2(g), the defense of Indemnitee contests, defends, litigates or settles any Third Party Claim for which the Indemnitee is entitled to indemnification hereunder, the Indemnitee shall be reimbursed by the Indemnitor for the reasonable attorneys’ fees and other expenses of contesting, defending, litigating and/or settling such Third Party Claim which are incurred from time to time (subject to the limitations on recovery of Losses under this Article IX VII). (iv) Any claim by an Indemnitee on account of Losses which do not result from Third Party Claims (a “Direct Claim”) shall be asserted by the Indemnitee by notifying such Indemnitor in writing of such Direct Claim, which notice shall (A) describe the facts and circumstances giving rise to the Direct Claim to the extent known by such Indemnitee, and (B) set forth the amount or estimated amount of the Losses if known or reasonably ascertainable at the time the claim is made; provided, however, that failure to notify an Indemnitor of a Direct Claim shall not relieve such Indemnitor of any of its obligations hereunder, except to the extent the Indemnitor is actually and materially prejudiced in its defense of such Direct Claim by such failure. The Indemnitor shall have twenty (20) days after its receipt of such notice to respond in writing to such Direct Claim. During such twenty (20)-day period, the Indemnitee shall allow the Indemnitor and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the records Indemnitee shall assist the Indemnitor’s investigation by giving such information and assistance (including access to the Company’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnitor or any of each its professional advisors may reasonably request. If the Indemnitor does not so respond within such twenty (20)-day period, the Indemnitor shall be reasonably deemed to have rejected such claim, in which case the Indemnitee shall be free to pursue such remedies as may be available to the other with respect Indemnitee on the term and subject to such defensethe provisions of this Agreement.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third a) The Party Claim”) against a party entitled to seeking indemnification under this Agreement Section 5.1 (an the “Indemnified Party”), ) agrees to give reasonably prompt notice shall be given by the Indemnified Party in writing to the party required to provide indemnification against whom indemnity is sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim, and the Indemnified Party ”) in respect of which indemnity may be sought under Section 5.1. Such notice shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have actually materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third Party Claim and, subject to the limitations set forth in this Section 5.2, shall be entitled to control and appoint lead counsel (that is reasonably satisfactory to the Indemnified Party) for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge in writing that it would have an indemnity obligation to the Indemnified Party for the Damages resulting from such Third Party Claim and such (ii) furnish the Indemnified Party with reasonable evidence that the Indemnifying Party is materially prejudiced as a result has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be entitled to assume or maintain control of such failure to be given notice. If the defense of any Third Party Claim and shall pay the reasonable fees, costs and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not promptly deliver the acknowledgment referred to in Section 5.2(b) within thirty (30) days of receipt of notice of the Third Party Claim pursuant to Section 5.2(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be materially detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or (v) the Indemnifying Party has failed or is failing to prosecute or defend the Third Party Claim vigorously and prudently. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of Section 5.2(b), the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim following notice thereofif the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or any of its Affiliates. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with Section 5.2(b), the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim subject and to this Article IX employ separate counsel of its choice for such purpose, in which case the fees, costs and expenses of such separate counsel shall be borne by the Indemnified Party; provided that Indemnifying Party shall pay the fees, costs and expenses of such separate counsel of the Indemnified Party if (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim, (ii) representation of both the Indemnifying Party and the records Indemnified Party by the same counsel would create a conflict of each interest or (iii) the Indemnified Party shall have reasonably concluded that there may be reasonably legal defenses available to it which are different from or additional to those available to the other with respect Indemnifying Party. (f) Each party shall reasonably cooperate, and cause their respective Affiliates to such defensereasonably cooperate, in the defense or prosecution of any Third Party Claim.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third Party Claim”i) against a party entitled to Each Person seeking indemnification under this Agreement Article VIII (an the “Indemnified Party”), ) shall give prompt notice shall be given by the Indemnified Party to the party required to provide Person from whom indemnification is sought (the “Indemnifying Party”) promptly after such or the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim”); provided that the failure of the Indemnified Party has actual knowledge to give notice as provided in this Section 8.2(a) shall not relieve any Indemnifying Party of its obligations under Section 8.1, except to the extent that such failure prejudices the rights of any such Indemnifying Party. The Indemnifying Party shall have the right, at its sole option and expense, to be represented by counsel of its choice and to defend against, negotiate, settle or otherwise deal with such Third Party Claim. If the Indemnifying Party elects to defend against, and negotiate, settle or otherwise deal with any Third Party Claim, it shall within thirty (30) days (or sooner, if the nature of the Third Party Claim so requires) notify the Indemnified Party shall permit of its intent to do so. If the Indemnifying Party (at the expense of such Indemnifying elects not to defend against, negotiate, settle or otherwise deal with any Third Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify Claim, then the Indemnified Party for Losses related to may defend against, negotiate, settle or otherwise deal with such Third Party Claim) to . If the Indemnifying Party shall assume the defense of any Third Party Claim, then the Indemnified Party may participate, at his or its own expense, in the defense of such Third Party Claim, ; provided that (a) such Indemnified Party shall be entitled to participate in any such defense with separate counsel for at the expense of the Indemnifying Party who if (i) so requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of counsel to the Indemnifying Party a conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; provided further, that the Indemnifying Party shall conduct not be required to pay for more than one (1) such counsel (plus any appropriate local counsel) for all Indemnified Parties in connection with any Third Party Claim. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Third Party Claim. (ii) Notwithstanding anything in this Section 8.2 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the other party, settle or compromise any Third Party Claim or permit a default or consent to entry of any judgment. Notwithstanding the foregoing, if a settlement offer solely for money damages is made by the applicable third party claimant, and the Indemnifying Party notifies the Indemnified Party in writing of the Indemnifying Party’s willingness to accept the settlement offer and pay the amount called for by such offer, and the Indemnified Party declines to accept such offer, then the Indemnified Party may continue to contest such Third Party Claim, free of any participation by the Indemnifying Party, and the amount of any ultimate Liability with respect to such Third Party Claim that the Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (i) the amount of the settlement offer that the Indemnified Party declined to accept plus reasonable out of pocket legal fees and expenses of the Indemnified Party relating to such Third Party Claim through the date of the Indemnifying Party’s notice of willingness to accept the settlement offer and (ii) the aggregate out-of-pocket fees and expenses incurred by the Indemnified Party in connection with the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given noticeClaim. If the Indemnifying Party does not promptly assume the defense of such makes any payment on any Third Party Claim following notice thereofClaim, then the Indemnified Indemnifying Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice subrogated, to the ability extent of such payment, to all rights and remedies of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent any insurance benefits or other claims of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller . (iii) After any decision, judgment or award shall have been rendered by a Governmental Body of competent jurisdiction, or a settlement shall have been consummated (in accordance with this Article VIII, or the Indemnified Party and Buyers the Indemnifying Party shall cooperate have arrived at a mutually binding agreement with respect to an Third Party Claim hereunder, the Indemnified Party shall forward to the Indemnifying Party notice of any sums due and owing by the Indemnifying Party pursuant to this Agreement with respect to such matter. (iv) Each party shall cooperate, and cause their respective affiliates to cooperate, in the defense or prosecution of any Third Party Claim subject and shall furnish or cause to this Article IX be furnished such records, information and the records of each shall testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably available to the other with respect to such defenserequested in connection therewith.

Third Party Claim Procedures. In the case (a) If an Indemnified Party shall become aware of an indemnifiable matter arising from any claim asserted by or demand of a third party (a “Third Party Claim”), the Indemnified Party shall promptly, and in any event within thirty (30) against days after it first becomes aware of facts which give rise to the basis for such claim, give written notice (a party entitled “Third Party Notice”) to indemnification under the applicable Indemnifying Party, of the basis for such Third Party Claim, setting forth the nature of the claim or demand, including the estimated amount of such claim, in reasonable detail and including copies of any documents served on the Indemnified Party with respect to the Third Party Claim. Notwithstanding the foregoing, failure to notify the Indemnifying Party in accordance with this Agreement (an “Section 8.6(a) will not relieve the Indemnifying Party of any obligation that it may have to the Indemnified Party”), except to the extent the defense of such Third Party Claim is actually and materially prejudiced by the Indemnified Party’s failure to give such notice. The Indemnifying Party, upon notice to the Indemnified Party, shall be have the right to assume and control the defense of such Third Party Claim for which the Indemnifying Party is obligated to indemnify pursuant to this Article 8 at its own cost and through counsel of its choosing; provided, however, that the Indemnifying Party shall not have the right to assume and control such defense: [ …***… ] [ …***… ] [ …***… ] [ …***… ] [ …***… ] [ …***… ] [ …***… ] [ …***… ] [ …***… ] […***]. The Indemnifying Party shall from time to time apprise the Indemnified Party of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action and shall furnish the Indemnified Party with such documents and information filed or delivered in connection with such claim, liability or expense as the Indemnified Party may reasonably request. The Indemnified Party shall not admit any liability to any third party in connection with any matter which is the subject of a Third Party Notice and shall cooperate fully in the manner requested by the Indemnifying Party in the defense of such claim. Notwithstanding anything herein stated, the Indemnified Party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel. If no such notice of intent to defend is given by the Indemnifying Party, the Indemnified Party shall, at the expense of the Indemnifying Party, undertake (with counsel selected by the Indemnified Party and reasonably acceptable to the party required to provide indemnification (the “Indemnifying Party”) promptly after the defense of such claim, liability or expense, and shall have the right to compromise or settle such claim, liability or expense with the consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. Nothing in this Section 8.6(a) shall limit UT’s rights pursuant to Section 1.1(e)(i). The Indemnified Party has actual knowledge shall furnish the Indemnifying Party with such information as it may have with respect to such Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Indemnifying Party in the defense of such Third Party Claim, and the Indemnified Party shall permit . (b) If the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) is not, or becomes not, entitled to assume the defense of such Third Party ClaimClaim or shall withdraw from such defense, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such shall have the right to undertake the defense or settlement thereof, at such the Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except subject to the extent that final determination of whether such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given noticeexpenses are indemnifiable Damages. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate in controls the defense of any Third Party Claim subject pursuant to this Article IX Section 8.6(b), the Indemnified Party shall keep the Indemnifying Party reasonably and timely apprised of all developments in and the records status of each such Third Party Claim, and, such Indemnified Party shall have the right to compromise or settle such claim, liability or expense as indemnifiable Damages with the consent of the Indemnifying Party, which consent shall not be reasonably available unreasonably withheld, conditioned or delayed; provided, that, if the Indemnified Party settles, in good faith, any Third Party Claim without the Indemnifying Party’s consent (and the absence of the consent was not due to the other Indemnifying Party unreasonably withholding or conditioning its consent), then any such settlement of a Third Party Claim by the Indemnified Party not consented to by an Indemnifying Party shall not be determinative of the validity or the amount of Damages with respect to any claim for indemnification by such defenseIndemnifying Party under this Article 8. The existence of any Third Party Claim shall not create a presumption of any breach by a Party of any of its representations, warranties or covenants set forth in this Agreement. If an Indemnified Party controls any such Third Party Claim, the Indemnifying Party shall be entitled to participate in the defense or handling of such Third Party Claim with its own counsel and at its own expense.

Third Party Claim Procedures. In (a) If any third party shall notify any of the case parties hereto with respect to the commencement of any claim asserted by a third party Action (a “"Third Party Claim”") which may give rise to a claim for indemnification against any other party under Section 7.2, then the indemnified party shall promptly give notice to the indemnifying party. Failure to notify the indemnifying party will not relieve the indemnifying party of any liability or obligation that it may have to the indemnified party, except to the extent the defense of such Action is materially prejudiced by the indemnified party's failure to give such notice. (b) An indemnifying party will have the right to defend against a party entitled to indemnification under this Agreement (an “Indemnified Party”), notice shall be given by the Indemnified Third Party Claim with counsel of its choice reasonably satisfactory to the indemnified party required if (i) within 15 days following the receipt of notice of the Third Party Claim the indemnifying party notifies the indemnified party in writing that 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 provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, (ii) the Third Party Claim involves only money Damages and does not seek an injunction or other equitable relief, and (iii) the Indemnified indemnifying party continuously conducts the defense of the Third Party shall permit the Indemnifying Party Claim actively and diligently. (at the expense of such Indemnifying Party and so c) So long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume indemnifying party is conducting the defense of such the Third Party Claim in accordance with Section 7.4(b), (i) the indemnified party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, provided that (aii) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory indemnified party will not consent to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure entry of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except order, decree or judgment with respect to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Partyindemnifying party (not to be withheld unreasonably), no Indemnifying Party, in and (iii) the defense indemnifying party will not consent to the entry of any order, decree or judgment with respect to the Third Party Claim without the prior written consent of the indemnified party (not to be withheld unreasonably, provided that it will not be deemed to be unreasonable for an indemnified party to withhold its consent (A) with respect to any finding of or admission of any violation of any law, order, decree, judgment or permit, or (B) if any portion of such order, decree or judgment would not remain sealed). (d) If any condition in Section 7.4(b) is or becomes unsatisfied, (i) the indemnified party may defend with attorneys of its choice against, and consent (with the consent of the indemnifying party, such consent not to be unreasonably withheld or delayed) to the entry of any order, decree or judgment with respect to a Third Party Claim in any manner it may deem appropriate, (ii) the indemnifying party will be obligated to reimburse the indemnified party promptly and periodically for Damages related to defending against the Third Party Claim, shall consent and (iii) each indemnifying party will remain liable for any Damages the indemnified 18 20 party may suffer relating to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate in the defense of any Third Party Claim subject to the fullest extent provided in this Article IX and the records of each shall be reasonably available to the other with respect to such defenseVII.

Third Party Claim Procedures. (a) In the case respect of a claim arising out of or involving a Loss by any claim asserted by a third party person against an Ono Indemnified Party or an Equillium Indemnified Party (such person, an “Indemnified Party” and such claim, a “Third Party Claim”) against a party entitled to indemnification under this Agreement (an “Indemnified Party”), notice shall be given by the such Indemnified Party shall deliver a Claim Notice in respect thereof to the party required to provide indemnification Equillium or Ono, as applicable (such person, the “Indemnifying Party”) promptly with reasonable promptness after such receipt by the Indemnified Party has actual knowledge of notice of the Third Party Claim (and in any event within [***] after becoming aware of the Third Party Claim), and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to timely deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article 11 except to the extent that the Indemnifying Party is materially prejudiced by such failure. The existence of any Third Party Claim shall not create a presumption of any indemnification obligation of either Party. A Party’s consent to any settlement of a Third Party Claim shall not be used as evidence of the truth of the allegations in such Third Party Claim or the merits of such Third Party Claim. Furthermore, the existence of any Third Party Claim shall not create a presumption of any breach of any representations, warranties or covenants set forth in this Agreement or any Ancillary Agreement. 281923888 v10 (b) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within [***] of receipt of a Claim Notice from the Indemnified Party in respect of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not be entitled to assume, and the Indemnified Party shall permit be entitled to have control over, the defense of any Third Party Claim (with counsel selected by the Indemnified Party and reasonably satisfactory to the Indemnifying Party) to the extent that such Third Party Claim seeks an order, injunction or other equitable relief against the Indemnified Party which, if successful, could reasonably be expected to interfere with the business, operations, assets or financial condition of the Indemnified Party. If the Indemnifying Party (at does not expressly elect to assume the expense defense of such Indemnifying Third Party Claim within the time period and so long as otherwise in accordance with the Indemnifying Party acknowledges in writing its obligation to indemnify first sentence of this Section 11.5(b), the Indemnified Party for Losses related to such Third Party Claim) shall have the sole right to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying . The Party who shall conduct not controlling the defense of such the Third Party Claim shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be reasonably satisfactory at the expense of such Party unless, in the written opinion of outside counsel to the Indemnified Party, and it is advisable for the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense represented by separate counsel due to actual or potential conflicts of such Third Party Claim following notice thereofinterest, in which case the Indemnified Party shall have the right to employ counsel to represent it and in that event the reasonable documented out-of-pocket fees and expenses of such separate counsel shall be entitled to assume and control paid by the Indemnifying Party. (c) The Party not controlling the Third Party Claim (the “Non-Controlling Party”) shall reasonably cooperate with the Party controlling the Third Party Claim (the “Controlling Party”) in such defense and make available to settle the Controlling Party all witnesses, pertinent records, materials and information in the Non-Controlling Party’s possession or agree to pay in full under the Non-Controlling Party’s control relating thereto as is reasonably required by the Controlling Party; provided, however, that such Third actions and cooperation by the Non-Controlling Party Claim without will not unduly disrupt the consent operations of the Indemnifying Non-Controlling Party’s business or cause the Non-Controlling Party without prejudice to the ability waive any statutory or common law privileges, breach any confidentiality obligations owed to third parties or otherwise cause any confidential information of the Indemnified Non-Controlling Party to enforce its claim for indemnification against the Indemnifying become public. The Controlling Party hereunder. Except with shall not, without the prior written consent of the Indemnified PartyNon-Controlling Party (which shall not be unreasonably withheld, no Indemnifying Partyconditioned or delayed), in the defense of enter into any such Third Party Claim, shall settlement or compromise or consent to the entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate in ; provided, however, that if the defense Indemnifying Party (as the Controlling Party) is proposing to enter into any settlement or compromise or consent to the entry of any Third Party Claim subject to this Article IX and the records of each shall be reasonably available to the other monetary judgment with respect to such defense.Third Party Claim, such consent of the Indemnified Party (as the Non-Controlling Party) shall not be required if (i) the Indemnifying Party agrees to pay or cause to be paid any amounts payable pursuant to such settlement, compromise or judgment and such settlement, compromise or judgment includes no admission of liability by or other obligation on the part of the Indemnified Party, (ii) such settlement, compromise or judgment includes an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim and (iii) such settlement, compromise or judgment does not provide for injunctive or other non-monetary relief, including any restrictions or sanctions, that could reasonably be expected to affect the Indemnified Party. 281923888 v10

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third Party Claim”) against a party entitled to indemnification under this Agreement (an “Indemnified Party”), notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify indemnify, the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. The notice provided to the Indemnifying Party shall describe the Third Party Claim in reasonable detail, and shall indicate the amount (estimated, if necessary) of the Losses that has been or may be suffered. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following within twenty (20) days of notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full any manner it reasonably may deem appropriate. In the event the Indemnifying Party has assumed the defense of such Third Party Claim within twenty (20) days of notice thereof, the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement without the prior written consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder(which consent shall not be unreasonably withheld or delayed). Except with the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers Buyer shall cooperate in the defense of any Third Party Claim subject to this Article IX VII and the records of each shall be reasonably available to the other with respect to such defense.

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third Party Claim”a) against a party entitled to The Person seeking indemnification under this Agreement Section 10.02 (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such the assertion of any claim or the commencement of any suit, action or proceeding by any Third Party (“Third-Party Claim, ”) in respect of which indemnity may be sought under Section 11.02. Such notice shall set forth in reasonable detail such Third-Party Claim and the Indemnified Party shall permit basis for indemnification (taking into account the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations or liability hereunder, except to the extent that such failure results in a lack of actual notice to shall have actually adversely prejudiced the Indemnifying Party and such Party. (b) The Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such participate in the defense and to settle or agree to pay in full such Third of any Third-Party Claim without and, subject to the consent limitations set forth in this Section 11.03, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided, that the Indemnified Party is hereby authorized, prior to the Indemnifying Party’s delivery of a written election to the Indemnified Party of its agreement to defend such Third-Party Claim, to file any motion, answer or other pleading that it shall reasonably deem necessary to protect its interests or those of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against Party. (c) If the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in elects to assume the defense of any such Third Party Claim, it shall consent within 30 days after receipt of the notice referred to entry in Section (a) notify the Indemnified Party in writing of its intent to do so. The Indemnifying Party will have the right to assume control of such defense of the Third-Party Claim only for so long as it conducts such defense with reasonable diligence. The Indemnifying Party shall keep the Indemnified Parties advised of the status of such Third-Party Claim and the defense thereof on a reasonably current basis and shall consider in good faith the recommendations made by the Indemnified Parties with respect thereto. If the Indemnifying Party assumes the control of the defense of any judgment Third-Party Claim in accordance with the provisions of this Section 10.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or enter delayed) before entering into any settlement that provides for or compromise of such Third-Party Claim, if (A) the settlement or compromise does not release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third-Party Claim, (B) the amount of any damages to be paid with respect to the settlement of such Third Party Claim is in excess of the $45,000,000 cap, (C) the settlement or compromise imposes injunctive or other nonmonetary equitable relief affecting against the Indemnified Party or that any of its Affiliates, or (D) the Indemnifying Party does not include as an unconditional term thereof the giving by each claimant or plaintiff agree in writing to pay such amounts payable pursuant to such settlement or compromise, and (ii) the Indemnified Party of an irrevocable release from all liability and wrongdoing with respect shall be entitled to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third such Third-Party Claim subject and to this Article IX employ, at its expense, separate counsel of its choice for such purpose; provided, that if the Indemnifying Party assumes the defense of any such Third-Party Claim but fails to diligently prosecute such claim, or if the Indemnifying Party does not assume the defense of any such claim, the Indemnified Party may assume control of such defense and the records Indemnifying Party will bear the reasonable costs and expenses of each such defense (including reasonable attorneys’ fees and expenses); and provided, further, that notwithstanding the foregoing, the Indemnifying Party shall be pay the reasonable costs and expenses of such defense (including reasonable attorneys’ fees and expenses) of the Indemnified Party if (x) the Indemnified Party’s counsel shall have reasonably concluded and advised that there are defenses available to such Indemnified Party that are different from or additional to those available to the other with respect Indemnifying Party, or (y) the Indemnified Party’s counsel shall have advised the Indemnified Party that there is a conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel for the Indemnifying Party and the Indemnified Party. Notwithstanding anything to the contrary in this Agreement, the Indemnifying Party will not be permitted to settle, compromise, take any corrective or remedial action or enter into an agreed judgment or consent decree, in each case, that subjects the Indemnified Party to any criminal liability, requires an admission of guilt or wrongdoing on the part of the Indemnified Party or imposes any continuing obligation on or requires any payment from the Indemnified Party without the Indemnified Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed. (d) Each party shall reasonably cooperate, and cause their respective controlled Affiliates to reasonably cooperate, in the defense or prosecution of any Third-Party Claim and shall furnish or cause to be furnished such defenserecords, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. In (a) The party seeking indemnification under Section 9.02 or 9.04 (the “Indemnified Party”) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim or the commencement of any Proceeding by any third party (excluding, in the case of the Investor Indemnified Parties, any claim asserted by a third party such Proceeding against the Company or any of its Affiliates) (a “Third Party Claim”) against a party entitled to indemnification in respect of which indemnity may be sought under this Agreement (an “Indemnified Party”), such Section. Such notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third Party Claim and, subject to the limitations set forth in this Section 9.07(b) and Section 9.07(c), shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party and must acknowledge that it would have an indemnity obligation for the Damages resulting from such Third Party Claim as provided under this Article 9. (c) The Indemnifying Party is materially prejudiced as a result shall not be entitled to assume or maintain control of such failure to be given notice. If the defense of any Third Party Claim if (i) the Indemnifying Party does not promptly deliver the acknowledgment referred to in Section 9.07(b) within 30 days of receipt of notice of the Third Party Claim pursuant to Section 9.07(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation involving the Indemnified Party or any of its Affiliates, (iii) the Third Party Claim relates to Taxes of the Indemnified Party or any of its Affiliates, (iv) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be detrimental in any material respect to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, (v) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or (vi) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim. (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 9.07, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of such Third Party Claim; provided that consent of the Indemnified Party shall not be required for any such settlement if (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and (ii) such settlement includes an unconditional release of the Investor Indemnified Parties or the Company Indemnified Parties, as the case may be, from all liability on claims that are the subject matter of such Third Party Claim following notice thereofand does not include any statement as to or any admission of fault, culpability or failure to act by or on behalf of the Investor Indemnified Parties or the Company Indemnified Parties, as the case may be. If the Indemnified Party shall control of the defense of any Third Party Claim in accordance with the provisions of this Section 9.07, the Indemnified Party shall obtain the prior written consent of the Indemnifying Party before entering into any settlement of such Third Party Claim (such consent not to be unreasonably withheld, conditioned or delayed). (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with the foregoing, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim subject and to this Article IX employ separate counsel of its choice for such purpose, in which case the fees and expenses of such separate counsel shall be borne by the Indemnified Party; provided that the reasonable fees and expenses of such separate counsel shall constitute indemnifiable Damages hereunder (i) to the extent incurred by the Indemnified Party prior to the date that the Indemnifying Party assumes control of the defense of the Third Party Claim or (ii) if the Indemnified Party is advised by counsel that (A) there is a conflict of interest between the Indemnifying Party and the records Indemnified Party in the conduct of each shall the defense of such claim or (B) there may be reasonably one or more defenses or claims available to the other Indemnified Party that are different from or additional to those available to the Indemnifying Party and that could be materially adverse to the Indemnifying Party; and provided further that in no event shall the Indemnifying Party be liable for the fees and expenses of more than one separate firm of attorneys for all Indemnified Parties in connection with any Third Party Claim, plus one firm of local counsel in each jurisdiction in which any such Third Party Claim is taking place. In the case of the foregoing clause (ii), the Indemnifying Party shall keep the Indemnified Party reasonably informed with respect to such defenseThird Party Claim and cooperate with the Indemnified Party in connection therewith. (f) Each party shall cooperate, and cause its Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith; provided that no party shall be required to disclose any such records or information that would result in the loss of attorney-client privilege, but such party shall use its commercially reasonable efforts to (1) develop an alternative to providing such records or information that is reasonably acceptable to the other party or (2) enter into a joint defense agreement or implement such other techniques if the parties determine that doing so would permit the disclosure of such records or information without violating such attorney-client privilege.

Third Party Claim Procedures. In the case of any claim asserted by a third (a) The party (a “Third Party Claim”) against a party entitled to seeking indemnification under this Agreement Section 12.02 (an the “Indemnified Party”), ) agrees to give prompt notice in writing to the party against whom indemnity is to be sought (which notice in the case of the Equityholders shall be given to or by Seller or the Indemnified Party to the party required to provide indemnification Equityholders Representative) (the “Indemnifying Party”) promptly after of the assertion of any claim or the commencement of any Action (“Claim”) in respect of which indemnity may be sought under Section 12.02. Such notice shall set forth in reasonable detail such Indemnified Party has actual knowledge of such Third Party Claim, Claim and the Indemnified Party shall permit basis for indemnification (taking into account the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory information then available to the Indemnified Party, ). Any Third-Party Claim notice shall be accompanied by copies of any material documentation submitted by the third party making such Third-Party Claim and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third-Party Claim and the Indemnified amount (if known) of the claimed Damages. The failure to so notify the Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party (which may be Seller or the Equityholders Representative in a lack the case of actual an indemnification claim pursuant to Section 12.02(a)) shall be entitled to participate in the defense of any Claim asserted by any third party (“Third-Party Claim”) and, subject to the limitations set forth in this Section 12.04, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense. (c) If the Indemnifying Party desires to assume the control of the defense of any Third-Party Claim in accordance with the provisions of this Section 12.04, the Indemnifying Party shall give written notice to the Indemnified Party within [***] after the Indemnified Party has given written notice to the Indemnifying Party (which notice in the case of the Equityholders shall be given to or by Seller or the Equityholders Representative) of the Third-Party Claim. If such notice is timely given, the Indemnifying Party shall be entitled to control and appoint lead counsel for such defense so long as (i) the Third-Party Claim involves only a claim for monetary damages and not any claim for an order, injunction or other equitable relief or relief for other than monetary damages against any Indemnified Party, (ii) the Indemnifying Party timely provides the Indemnified Party with (A) evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have adequate financial resources to defend against the Third-Party Claim and fulfill its indemnification obligations hereunder and (B) a statement that, based on the facts set forth in the notice required by this Section 12.04, the Indemnifying Party would have an indemnity obligation for the Damages resulting from such Third-Party Claim (subject to the limitations of this Article 12), (iii) the Third-Party Claim does not relate to or otherwise arise in connection with any criminal or regulatory Action, (iv) the Indemnifying Party is materially prejudiced vigorously defending or prosecuting the Third-Party Claim and (v) it is reasonably likely that the Indemnifying Party (as opposed to the Indemnified Party) will bear a result greater portion of the Damages with respect to such Third-Party Claim (after taking into account the other limitations set forth in this Article 12 and any other pending or resolved claims for indemnification). (d) If the Indemnifying Party is controlling the defense of a Third-Party Claim, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement, compromise or discharge of such failure Third-Party Claim; provided that the Indemnified Party shall agree to be given notice. any settlement, compromise or discharge of a Third-Party Claim that the Indemnifying Party may recommend and that by its terms (i) obligates the Indemnifying Party to pay the full amount of the Damages in connection with such Third-Party Claim and the Indemnifying Party has the financial ability to pay the full amount of such Damages, (ii) does not impose injunctive or equitable relief or require an admission of liability or wrongdoing on behalf of the Indemnified Party or any of its Affiliates and (iii) contains a full and unconditional release of the Indemnified Party and its Affiliates from all Damages and obligations with respect to such Third-Party Claim. (e) If the Indemnifying Party does not promptly assume timely deliver the notice contemplated by Section 12.04(a), or if such notice is given on a timely basis but any of the other conditions in this Section 12.04 are unsatisfied, the Indemnified Party may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third-Party Claim. Notwithstanding anything in this Section 12.04 to the contrary, whether or not the Indemnifying Party controls the defense of a Third-Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Third-Party Claim following notice thereofwithout the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided that the Indemnified Party may admit liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent so long as the Indemnified Party releases, to the reasonable satisfaction of the Indemnifying Party, any claims to indemnification with respect to such Third-Party Claim pursuant to this Article 12. (f) In circumstances where the Indemnifying Party is controlling the defense of a Third-Party Claim, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, participate in the defense of any Third-Party Claim and to employ separate outside counsel of its choice for such Third purpose, in which case the fees and expenses of such separate counsel incurred by the Indemnified Party after such time as the Indemnifying Party assumed control pursuant to Section 12.04(a) shall be borne by the Indemnified Party; provided that notwithstanding the foregoing, the Indemnifying Party shall pay the reasonable fees and expenses of such separate outside counsel (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third-Party Claim or during any period in which the Indemnifying party ceases to be eligible to maintain control of the defense of the Third-Party Claim, shall consent to entry in either case as provided in this Section 12.04, (ii) if representation of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest (including if any counsel chosen by the Indemnifying Party requests a conflict waiver or that does not include as an unconditional term thereof other waiver from the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third matter) or (iii) there may be one or more defenses or claims available to the Indemnified Party Claimthat are different from or additional to those available to the Indemnifying Party and that could be adverse to the Indemnifying Party. (g) Each of the Indemnifying Party and the Indemnified Party shall cooperate, and cause its respective Affiliates to cooperate, in the defense or prosecution of any Third-Party Claim and shall promptly furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. Seller and Buyers shall cooperate in The party controlling the defense of any Third Third-Party Claim subject shall keep the non-controlling party reasonably informed and apprised of the status of, and all material developments regarding, such Third-Party Claim. (h) The existence of any Third-Party Claim shall not create a presumption of any breach by a party to this Article IX and the records Agreement of each shall be reasonably available to the other with respect to such defenseany of its representations, warranties or covenants set forth in this Agreement.

Third Party Claim Procedures. In the case Any Indemnified Party seeking indemnification provided for under this Article 12 (Indemnification) in respect of a claim made by any claim asserted by a third party Third Party against an Indemnified Party (a “Third Party Claim”) against ), will promptly notify the Indemnifying Party in writing of the Third Party Claim (such notice, a party entitled “Third Party Claim Notice”, and together with the Direct Claim Notice, a “Claim Notice”); provided that failure to give such Third Party Claim Notice will not affect the right to indemnification under this Agreement (an “Indemnified Party”)provided hereunder except to the extent the Indemnifying Party has been actually and materially prejudiced as a result of such failure. Thereafter, notice shall be given by the Indemnified Party will deliver to the party required to provide indemnification (the “Indemnifying Party”, as promptly as reasonably practicable following such Indemnified Party’s receipt thereof, copies of all written notices and documents (including any court papers) promptly after received by such Indemnified Party has actual knowledge relating to the Third Party Claim. At its option, the Indemnifying Party may assume the defense and have control, at its own expense, of such Third Party Claim, and Claim by giving written notice to the Indemnified Party shall permit within [***] days after receipt of the Indemnifying Party (at notice of the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct agrees to Indemnify the Indemnified Party from and against all Losses to which the Indemnified Party is entitled to indemnification pursuant to this Article 12 (Indemnification) arising out of the such Third Party Claim; (b) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief against the Indemnified Party; (c) the Third Party Claim does not relate to any criminal or regulatory enforcement proceeding; and (d) the Indemnifying Party conducts the defense of the Third Party Claim diligently, including by selecting competent counsel in connection with conducting such defense and handling such Third Party Claim shall be reasonably satisfactory to Claim, in consultation with the Indemnified Party, and keeping the Indemnified Party timely apprised of the status of such Third Party Claim. If either Party believes that any of the unallowable Claims described in (b) or (c) may apply, then such Party will promptly notify the other Party, and the applicable Party against whom such Claim is levied will then have the right to assume and be responsible for any such Claim by counsel of its choice; and any associated expenses thereof shall be Losses for purposes hereunder. If the Indemnifying Party assumes the defense of a Third Party Claim, (i) at the Indemnifying Party’s request, the Indemnified Party will provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense, and (ii) the Indemnified Party may participate in and monitor such defense with counsel of its own choosing at such Indemnified Party’s its sole expense; provided that the Indemnifying Party will have the right to assume and conduct the defense of the Claim with counsel of its choice, and (biii) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does will not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such any Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no not to be unreasonably withheld, conditioned, or delayed. If national procedural rules prevent the Indemnifying Party, in Party from managing and controlling the defense of a Third Party Claim and its settlement, the Indemnified Party will to the extent necessary cooperate with the Indemnifying Party to manage and control the defense of such Third Party Claim and its settlement, provided that the Indemnifying Party will have the right to make all decisions relevant for the defense of such Third Party Claim and its settlement. If the Indemnifying Party does not assume and conduct the defense of the Third Party Claim as provided above, then the Indemnified Party (x) reserves any right it may have under this Article 12 (Indemnification) to obtain indemnification from the Indemnifying Party and (y) will not settle any such Third Party ClaimClaim without the prior written consent of the Indemnifying Party, shall which consent will not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, if the Indemnifying Party believes that any of the exceptions to entry its obligation of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting indemnification of the Indemnified Party or that does not include as an unconditional term thereof set forth in this Article 12 (Indemnification) may apply, the giving by each claimant or plaintiff Indemnifying Party will promptly notify the Indemnified Party, who will then have the right to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to be represented in any such Third Party Claim. Seller and Buyers shall cooperate in Claim by separate counsel at its own expense; provided that the defense Indemnifying Party will be responsible for payment of any Third such expenses if the Indemnified Party Claim subject is ultimately determined to this Article IX and be entitled to indemnification from the records of each shall be reasonably available to the other with respect to such defenseIndemnifying Party.

Third Party Claim Procedures. In the case of any claim Litigation asserted by a third party (a “Third Party Claim”) against a party entitled to indemnification under Section 6.2 or Section 6.3 of this Agreement (an “Indemnified Party”), notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge written notice of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) shall be entitled to assume the defense of such Third Party Claim, Claim by delivering a written notice of its election to assume the defense of such Third Party Claim to the Indemnified Party provided that that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given give notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereofthereof in the circumstances referred to above, the Indemnified Party shall be entitled to assume (or continue to conduct) and control such defense and and, subject to prior notification to the Indemnifying Party, to settle or agree to pay in full such Third Party Claim without subject to the consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed for longer than five Business Days, after which, if the Indemnifying Party has not yet responded to such request for consent, the Indemnifying Party shall be deemed to have given its consent to such settlement) without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified PartyParty (except where such consent is unreasonably withheld or delayed), no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement in respect of the Third Party Claim, and in no circumstances shall the Indemnifying Party, in the defense of any such Third Party Claim, consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary non-monetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing Liability with respect to such Third Party Claim. Seller If the Indemnified Party determines in good faith that the conduct of the defense or any proposed settlement of any Third Party Claim would reasonably be expected to affect adversely the Indemnified Party’s Tax liability or the ability of the Canopius Group Company to conduct its business, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such Third Party Claim, the Indemnified Party shall have the right at all times to take over and Buyers control the defense, settlement, negotiation or Litigation relating to any such Third Party Claim at the reasonable cost of the Indemnifying Party; provided that if the Indemnified Party does so take over and control, the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. In any event, Parent and Investor shall cooperate in the defense of any Third Party Claim subject to this Article IX VI and the records of each shall be reasonably available to the other with respect to such defense.

Third Party Claim Procedures. In order for any Indemnified Party to be entitled to any indemnification provided for under Section 8.2 or Section 8.3 hereof in respect of, arising out of or involving a claim made by any Person (other than a Party) against the case of any claim asserted by a third party Indemnified Party (a “Third Party Claim”) against a party entitled to indemnification under this Agreement (an “Indemnified Party”), notice shall be given by the such Indemnified Party must give an Indemnification Notice to the party required to provide Party or Parties liable for such indemnification (the “Indemnifying Party”) in writing of the Third Party Claim promptly after following receipt by such Indemnified Party has actual knowledge of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure. Upon receipt of a written notice of a Third Party Claim, the Indemnifying Party will have the right to promptly assume the defense and control of such Third Party Claim; provided, however, that such right shall be conditioned upon the Indemnified Party receiving written notice of such assumption by the Indemnifying Party within fifteen (15) days of its receipt of notice of such Third Party Claim from the Indemnified Party. Purchaser shall be deemed to have given notice with respect to the Potential Claims on the date hereof and the Mandate Representative shall be deemed to have provided notice of assumption of the defense and control of the Potential Claims. If the Indemnifying Party does not assume the defense and control of such Third Party Claim but the Indemnified Party does assume such defense, then the Indemnified Party shall keep the Indemnifying Party reasonably informed on the progress of such defense. If the Indemnifying Party timely assumes the defense and control of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges be allowed an opportunity to participate in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim with its own counsel and at its own expense; provided, however, that the Indemnifying Party shall be reasonably satisfactory to bear the reasonable fees and expenses of such separate counsel for the Indemnified Party, Party if both the Indemnifying Party and the Indemnified Party may participate are named in such defense at such Indemnified Party’s expense, the Third Party Claim and (b) if the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except has been advised in writing by outside counsel that there may be one or more bona fide legal defenses available to the extent Indemnified Party that such failure results in a lack of actual notice are different from or additional to those available to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result that the representation by one counsel of such failure to be given notice. If both the Indemnifying Party does not promptly assume and the defense of Indemnified Party in any such Third Party Claim following notice thereofwould be inappropriate due to a conflict of interest. Each of the Sellers or Purchaser, as the case may be, shall, and shall cause each of its respective Affiliates to, cooperate fully with the Indemnifying Party in the defense of any Third Party Claim. Neither the Indemnifying Party nor the Indemnified Party shall be entitled may consent to assume and control such defense and to settle a settlement of, or agree to pay in full such the entry of any judgment arising from, any Third Party Claim Claim, without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the other, provided that such consent will not be unreasonably withheld; provided further that no such consent of the Indemnified PartyParty will be needed if any such settlement effected by the Indemnifying Party obligates the Indemnifying Party to pay the full amount of Damages in connection with such Third Party Claim and releases the Indemnified Party completely in connection with such Third Party Claim. Notwithstanding the foregoing, no Indemnifying Party, in any Purchaser Indemnified Party shall have the right to control (subject to the limitations set forth above) the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Claim against such Purchaser Indemnified Party or in the event Purchaser reasonably in good faith believes based on the advice of outside counsel that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing Damages with respect to such Third Party Claim. Seller and Buyers , when aggregated with all other satisfied or pending Damages subject to indemnification pursuant to Section 8.2, will exceed the Sellers’ Indemnification Cap by more than Five Hundred Thousand Dollars ($500,000), provided that the foregoing right to control shall cooperate in the defense of any not apply with respect to a Third Party Claim subject to this Article IX and the records that involves a Fundamental Representation or instances of each shall be reasonably available to the other with respect to such defensefraud or willful misconduct.

Third Party Claim Procedures. In (a) The Indemnified Party seeking indemnification under Section 12.02(a) or 12.02(b) agrees to give prompt notice in writing to the case Indemnifying Party of the assertion of any claim asserted or the commencement of any suit, action or proceeding by a any third party (a “Third Party Claim”) against a party entitled to indemnification in respect of which indemnity may be sought under this Agreement (an “Indemnified Party”), such Section. Such notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third Party Claim and, subject to the limitations set forth in this Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party and must acknowledge in writing that, if the facts as alleged by the claimant in the Third Party Claim are true, it would have an indemnity obligation for the Damages resulting from such Third Party Claim as provided under this Article 12. (c) The Indemnifying Party is materially prejudiced as a result shall not be entitled to assume or maintain control of such failure to be given notice. If the defense of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnifying Party does not promptly deliver the acknowledgment referred to in Section 12.03(b) within 60 days of receipt of notice of the Third Party Claim pursuant to Section 12.03(a), (ii) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation or any other action by or on behalf of a Governmental Authority, (iii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim would be detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates, (v) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim or (vi) in the case of any Third Party Claim involving a Buyer Indemnified Party as the Indemnified Party, if the amount of the Third Party Claim, if determined in favor of the claimant, would reasonably be expected to result in Damages, together with all other claims for indemnification hereunder, that would exceed the remaining available amount in the Escrow Account or, if such Third Party Claim is in respect of a Warranty Breach (other than a Warranty Breach of any Fundamental Seller Representation) the amount of the Cap (minus the sum of (without duplication) (A) the aggregate dollar amount of all indemnification claims pursuant to Section 12.02(a) in respect of Warranty Breaches (other than Warranty Breaches of any Fundamental Seller Representations) pending as of such date plus (B) the aggregate dollar amount of all indemnification claims pursuant to Section 12.02(a) in respect of Warranty Breaches (other than Warranty Breaches of any Fundamental Seller Representations) that have been paid prior to such date or are to be paid as of such date). The Indemnified Party shall obtain the prior written consent of the Indemnifying Party before entering into any settlement of a Third Party Claim (which consent shall not be unreasonably withheld, conditioned or delayed). (d) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 12.03, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of such Third Party Claim following notice thereof(which consent shall not be unreasonably withheld, conditioned or delayed); provided that consent of the Indemnified Party shall not be required for any such settlement if (i) the sole relief provided is monetary damages that are paid in full (other than an amount that is less than the Threshold) by the Indemnifying Party, (ii) such settlement does not permit any order, injunction or other equitable relief to be entered, directly or indirectly, against the Indemnified Party and (iii) such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Third Party Claim and does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party; and provided further, however, that if the Indemnified Party refuses its consent to a bona fide offer of settlement that the Indemnifying Party wishes to accept and that (x) involves no payment of money by such Indemnified Party (other than an amount that is less than the Threshold), (y) involves no material limitation on the future operation of the Business, and (z) releases such Indemnified Party from all liability in connection with such claim except for payments that would be required to be paid by the Indemnified Party representing an amount that is less than the Threshold, the Indemnifying Party may reassign the defense of such claim to such Indemnified Party, who may then continue to pursue the defense of such matter, free of any participation by the Indemnifying Party, at the sole cost and expense of such Indemnified Party. In such event, the obligation of the Indemnifying Party with respect thereto shall not exceed the lesser of (i) the amount of the offer of settlement that such Indemnified Party refused to accept or (ii) the aggregate Damages of the Indemnified Party with respect to such claim. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with paragraphs (b) and (c) above, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim subject and to this Article IX employ separate counsel of its choice for such purpose, in which case the fees and expenses of such separate counsel shall be borne by the Indemnified Party; provided that in such event the Indemnifying Party shall pay the fees and expenses of one such separate counsel (and appropriate local counsel) (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim or (ii) incurred by the Indemnified Party at any time if the Indemnified Party shall reasonably conclude that (A) there is a conflict of interest between the Indemnifying Party and the records Indemnified Party in the conduct of each shall be reasonably the defense of such claim or (B) there are specific defenses or claims available to the other Indemnified Party that are different from or additional to those available to the Indemnifying Party. In the case of the foregoing clause (ii), the Indemnifying Party shall keep the Indemnified Party reasonably informed with respect to such defenseThird Party Claim and cooperate with the Indemnified Party in connection therewith. (f) Each party shall cooperate, and cause its Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (g) The foregoing procedures set forth in this Section 12.03 shall not apply with regard to (i) any claim for indemnification in respect of False Claims Act Litigation, the procedures for which shall be governed solely by Section 12.04 (subject to Section 12.04(d)) or (ii) any Actions listed in Schedule 4.11 that are Excluded Liabilities, provided that no Buyer Indemnified Party has been joined as a party in such Action.

Third Party Claim Procedures. In Each Buyer Indemnified Person agrees to give prompt notice in writing to the case Indemnifying Person of the assertion of any claim asserted or the commencement of any suit, action, audit, investigation or proceeding by a any third party (a “Third Third-Party Claim”) against in respect of which indemnity may be sought under Section 9.2(a). Such notice shall set forth in reasonable detail the facts and circumstances of such Third-Party Claim known to the Buyer Indemnified Person and the basis for indemnification in respect thereof (taking into account the information then available to the Buyer Indemnified Persons). The failure of a party Buyer Indemnified Person to so notify the Indemnifying Person shall not relieve the Indemnifying Person of its indemnity obligations hereunder, except to the extent such failure shall have materially prejudiced the Indemnifying Person (and then the Indemnifying Person shall only be released to the extent of such prejudice). The Indemnifying Person shall be entitled to indemnification under participate in the defense of any Third-Party Claim and, subject to the limitations set forth in this Agreement (an “Indemnified Party”)Section 9.3, notice shall be given by the Indemnified Party entitled, to the party required to provide indemnification extent permitted by applicable Law, within fifteen (the “Indemnifying Party”15) promptly after such Indemnified days of receipt of notice of Third-Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) Claim to assume the defense of such Third Party Claim, Claim at the expense of the Indemnifying Person with counsel selected by the Indemnifying Person and reasonably acceptable to Buyer; provided that the Indemnifying Person shall not be entitled to assume the defense of a Third-Party Claim if (ai) in the reasonable opinion of counsel for the Buyer Indemnified Person, there exists a conflict of interest between such Buyer Indemnified Person and the Indemnifying Party who shall conduct the defense of such Third Person, or (ii) a Third-Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in seeks equitable relief or is a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given noticecriminal claim. If the Indemnifying Party does not promptly Person shall assume the control of the defense of such Third any Third-Party Claim following notice thereofin accordance with the provisions of this Section 9.3, (x) the Buyer Indemnified Party Persons shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, participate in the defense of any Third-Party Claim and to employ separate counsel of their choice and at their own expense for such Third purpose (provided that if there is a conflict of interest between the Buyer Indemnified Persons and the Indemnifying Person and the Buyer Indemnified Persons nonetheless allow the Indemnifying Person to assume the defense of the Third-Party Claim, the Indemnifying Person shall consent to entry be responsible for the reasonable fees and expenses of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff one counsel to such Buyer Indemnified Party of an irrevocable release from all liability Persons in connection with such defense), and wrongdoing (y) the Indemnifying Person shall keep the Buyer Indemnified Persons timely informed with respect to the status and nature of such Third Party Claimdefense, including by providing copies of all materials received or submitted in connection with such defense, and shall in good faith allow the Buyer Indemnified Persons to make comments to the Indemnifying Person regarding the materials submitted in such defense. Seller and Buyers shall cooperate in If the Indemnifying Person assumes the defense of any Third Third-Party Claim, it shall obtain the prior written approval of the Buyer Indemnified Person before entering into any settlement, compromise or discharge of such or ceasing to defend against such Third-Party Claim subject prior to this Article IX its final conclusion; provided, however, that the Buyer Indemnified Person shall agree to any settlement, compromise or discharge of such Third-Party Claim that the Indemnifying Person may recommend and that by its terms obligates the records Indemnifying Person to pay the full amount of the liability in connection with such Third-Party Claim (without recourse to any of the Buyer Indemnified Persons or their respective Affiliates), but only if (I) such settlement, compromise or discharge involves only the payment of money, and (II) such settlement, compromise or discharge (1) does not impose any liabilities, financial or other, or restrictions on any Buyer Indemnified Person, (2) contains no finding or admission of violation of Law or violation of rights by any Buyer Indemnified Person, and (3) provides, in customary form, for the unconditional irrevocable release of each Buyer Indemnified Person potentially affected by such Third-Party Claim from all liabilities in connection with such Third-Party Claim. Each Party shall reasonably cooperate, and cause its Affiliates to reasonably cooperate, in the defense or prosecution of any Third-Party Claim, and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, in each case, as may be reasonably available to the other with respect to such defenserequested and relevant in connection therewith.

Third Party Claim Procedures. In The Indemnified Party may, upon reasonable notice, tender the case exclusive defense of any claim asserted by a third party (a “Third Party Claim”Claim (subject to the provisions of this Section 10.04(b)) against to the Indemnifying Party. If (i) the defense of a party entitled Third Party Claim is so tendered and within 30 days thereafter such tender is accepted without qualification (or reservation of rights) by the Indemnifying Party; or (ii) within 30 days after the date on which written notice of a Third Party Claim has been given pursuant to indemnification under this Agreement (an “Indemnified Party”Section 10.04(b), notice the Indemnifying Party shall be given by acknowledge in writing to the Indemnified Party to and without qualification (or reservation of rights) its indemnification obligations as provided in this Article X; then, except as hereinafter provided, the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of shall not, and the Indemnifying Party shall, have the right to contest, defend, litigate or settle such Third Party Claim, and the . The Indemnified Party shall permit have the right to be represented by counsel at its own expense in any such contest, defense, litigation or settlement conducted by the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party ClaimParty; provided, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume reimbursement therefore if the Indemnifying Party shall lose its right to contest, defend, litigate and control such defense and to settle or agree to pay in full such the Third Party Claim without as herein provided. The Indemnifying Party shall lose its right to defend and settle the consent of Third Party Claim if it shall fail to diligently contest, defend, litigate and settle the Third Party Claim as provided herein. So long as the Indemnifying Party without prejudice has not lost its right, defend, litigate and settle and/or obligation to contest, defend, litigate and settle as herein provided, the ability Indemnifying Party shall have the exclusive right to contest, defend and litigate the Third Party Claim and shall have the right, upon receiving the prior written approval of the Indemnified Party to enforce its claim for indemnification against (which shall not be unreasonably withheld unless such settlement does not fulfill the Indemnifying Party hereunder. Except with conditions set forth in the prior written consent following sentence and which shall be deemed automatically given if a response has not been received within the 30-day period following receipt of the proposed settlement by the Indemnified Party), no to settle any such matter, either before or after the initiation of litigation, at such time and upon such terms as it deems fair and reasonable. Notwithstanding anything to the contrary herein contained, in connection with any settlement negotiated by an Indemnifying Party, in no Indemnified Party or Indemnifying Party (as the case may be) that is not controlling the defense and or settlement of any such the Third Party Claim, Claim (the “Non-Control Party”) shall consent be required by an Indemnifying Party or Indemnified Party controlling the litigation to entry of any judgment or (and no such party shall) (x) enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving delivery by each the claimant or plaintiff to such Indemnified the Non-Control Party of an irrevocable a release from all liability in respect of such claim or litigation, (y) enter into any settlement that attributes by its terms liability to the Non-Control Party or which may otherwise have an adverse effect on the Indemnified Party’s business, or (z) consent to the entry of any judgment that does not include as a term thereof a full dismissal of the litigation or proceeding with prejudice. All expenses (including attorneys’ fees) incurred by the Indemnifying Party in connection with the foregoing shall be paid by the Indemnifying Party. No failure by an Indemnifying Party to acknowledge in writing its indemnification obligations under this Article X shall relieve it of such obligations to the extent they exist. If an Indemnified Party is entitled to indemnification against a Third Party Claim, and wrongdoing the Indemnifying Party fails to accept a tender of, or assume, the defense of a Third Party Claim pursuant to this Article X, or if, in accordance with respect the foregoing, the Indemnifying Party does not have the right or shall lose its right to contest, defend, litigate and settle such a Third Party Claim, the Indemnified Party shall have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such Third Party Claim, and may settle such Third Party Claim, either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable; provided, that at least 20 days prior to any such settlement, written notice of its intention to settle is given to the Indemnifying Party. Seller If, pursuant to this Section 10.04(b), the Indemnified Party so contests, defends, litigates or settles a Third Party Claim, for which it is entitled to indemnification hereunder as provided herein, the Indemnified Party shall be reimbursed by the Indemnifying Party for the Damages that constitute reasonable attorneys’ fees and Buyers other expenses of defending, contesting, litigating and/or settling the Third Party Claim which are incurred from time to time, forthwith following the presentation to the Indemnifying Party of itemized bills for said attorneys’ fees and other expenses. The Indemnified Party or the Indemnifying Party, as the case may be, shall cooperate furnish such information in reasonable detail as it may have with respect to a Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) to the other party if such other party is assuming defense of such claim, and make available all records and other similar materials which are reasonably required in the defense of any such Third Party Claim subject to this Article IX and shall otherwise cooperate with and assist the records defending party in the defense of each shall be reasonably available to the other with respect to such defenseThird Party Claim.

Third Party Claim Procedures. In the case of (a) If any Indemnified Party shall claim indemnification hereunder arising from any claim asserted by or demand of a third party (a “Third Third-Party Claim”) against a party entitled to indemnification under this Agreement (an “Indemnified Party”), the Indemnified Party shall promptly after it receives written notification of such Third-Party Claim, give written notice shall be given (a “Third-Party Notice”) to the applicable Indemnifying Party setting forth the basis for such Third-Party Claim and the nature and estimated amount of such Third-Party Claim (to the extent then known by the Indemnified Party) in reasonable detail, together with a copy of the written notification of such Third-Party Claim. No delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the party required to provide indemnification (extent of any damage or liability caused by or arising out of such delay or failure. Within 30 days after receiving such Third-Party Notice, the “Indemnifying Party”, upon notice to the Indemnified Party, may, at its own cost and through counsel of its own choosing, defend any claim or demand set forth in a Third-Party Notice; provided that (i) promptly after the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party has actual knowledge that any damages, fines, costs or other liabilities that may be assessed against the Indemnifying Party in connection with such Third-Party Claim constitute Losses for which the Indemnifying Party shall be indemnified pursuant to this Article XII and (B) the damages sought in such Third-Party Claim, taken together with the estimated costs of defense thereof and the amount claimed by the Indemnified Parties with respect to any unresolved claims for indemnification then pending, is not greater than the then remaining obligation of the Indemnifying Party hereunder (taking into account the limitations on liability described in Section 12.3) and (ii) the Indemnifying Party may not assume control of the defense of any Third-Party Claim involving Taxes (other than Seller Taxes), criminal liability or in which equitable relief is sought against the Indemnified Party, or if an adverse resolution of the Third-Party Claim would, in the reasonable determination of the Indemnified Party, have a material adverse effect on the business, operations or future conduct of the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third-Party Claim, the Indemnified Party shall control such defense. The non-controlling Party may participate in such defense at its own expense. The controlling Party shall keep the non-controlling Party reasonably apprised of the status of such Third-Party Claim and the defense thereof and shall consider in good faith recommendations made by the non-controlling Party with respect thereto. Each of the Indemnified Party and the Indemnifying Party shall, promptly upon the other’s reasonable request therefor, furnish such information as it may have with respect to such Third-Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same), make documents available for inspection and copying, make employees available for interviews, depositions and trial, and otherwise cooperate with and assist the controlling Party in the defense of such Third-Party Claim, all of the foregoing subject to the receipt of reasonable prior notice and the reimbursement of the reasonable out of pocket expenses of the Indemnified Party by the Indemnifying Party. The reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third-Party Claim shall be considered Losses for purposes of this Agreement if and to the extent (i) the Indemnified Party controls the defense of such Third-Party Claim pursuant to the terms of this Section 12.8(a) or (ii) the Indemnifying Party assumes control of such defense and, in the reasonable view of outside counsel to the Indemnifying Party, there exists a conflict between the interests of the Indemnified Party and the Indemnifying Party or different defenses with respect to such Third-Party Claim are available to the Indemnified Party which are not available to the Indemnifying Party, provided that the Indemnifying Party shall not be liable for the costs and expenses of more than one counsel for all Indemnified Parties in each jurisdiction to which such Third Party Claim relates. Neither the Seller Parties nor the Agent shall agree to any settlement of, or the entry of any judgment arising from, any Third-Party Claim without the prior written consent of Buyer Parties, which shall not be unreasonably withheld, conditioned or delayed; provided that the consent of Buyer Parties shall not be required if the Agent, on behalf of all of the Seller Parties, agrees in writing to pay any amounts payable pursuant to such settlement or judgment and such settlement or judgment includes a complete release of Buyer Parties from further liability, involves only the payment of money damages or amounts in settlement and has no other adverse effect on Buyer Parties. Buyer Parties shall not agree to any settlement of, or the entry of any judgment arising from, any such Third-Party Claim without the prior written consent of the Agent, which shall not be unreasonably withheld, conditioned or delayed. Without limiting the foregoing, the Indemnifying Party will be subrogated to all rights and remedies of the Indemnified Party against the third party making such Third-Party Claim, and the Indemnified Party shall permit will reasonably cooperate with and assist the Indemnifying Party in asserting all such rights and remedies against such third party. (at b) The Parties acknowledge and agree that (i) the expense ▇▇▇▇ Lawsuit constitutes a Third-Party Claim and (ii) a Claim for indemnification under Section 12.1(b)(iv) with respect to the ▇▇▇▇ Lawsuit shall be deemed to have been made by the Buyer Parties as of such Indemnifying Party the Effective Time for all purposes under this Article XII. The Parties further acknowledge and so long as agree that the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to Holders shall assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory ▇▇▇▇ Lawsuit pursuant to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure provisions of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate in the defense of any Third Party Claim subject to this Article IX and the records of each shall be reasonably available to the other with respect to such defenseSection 12.8(a).

Third Party Claim Procedures. In the case of any claim asserted by a third party (a “Third 9.3.1. The Party Claim”) against a party entitled to seeking indemnification under this Agreement Section ‎9.2 (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required Party against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim, and the Indemnified Party ”) in respect of which indemnity may be sought under such Section. Such notice shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification including a copy of the written notice/suit received by the Indemnified Party asserting or commencing such Third Party Claim (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results in a lack of actual notice to shall have adversely prejudiced the Indemnifying Party and such Party. 9.3.2. The Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Article IX and the records of each Section, shall be reasonably available entitled to control and appoint lead counsel for such defense, in each case at its own expense. 9.3.3. If the other Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section ‎9.3, (a) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such defenseThird Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party, and (b) the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be paid by the Indemnified Party. 9.3.4. Each Party shall cooperate, and cause their respective affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

Third Party Claim Procedures. In the case of any claim asserted by a third (a) The party (a “Third Party Claim”) against a party entitled to seeking indemnification under this Agreement Section 9.02 or Section 9.03 (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third the assertion of any claim or the commencement of any Action by any third party (“Third-Party Claim, ”) in respect of which indemnity may be sought thereunder. Such notice shall set forth in reasonable detail such Third-Party Claim and the Indemnified Party shall permit basis for indemnification (taking into account the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results shall have materially and adversely prejudiced the Indemnifying Party. (b) The Indemnifying Party shall be entitled to participate in a lack the defense of actual notice any Third-Party Claim and, subject to the limitations set forth in this Section 9.04, shall be entitled to control and appoint lead counsel reasonably acceptable to the Indemnified Party for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must (i) acknowledge that, based on the facts set forth in the notice required by Section 9.04(a), it would have an indemnity obligation for the Damages resulting from such Third-Party Claim as provided under this Article 9 and such (ii) furnish the Indemnified Party with reasonably satisfactory evidence that the Indemnifying Party is materially prejudiced as a result has adequate resources to defend the Third-Party Claim and fulfill its indemnity obligations hereunder. (c) The Indemnifying Party shall not be entitled to assume or maintain control of such failure to be given notice. If the defense of any Third-Party Claim if (i) the Indemnifying Party does not promptly deliver the acknowledgment and evidence referred to in Section 9.04(b) within 30 days of receipt of notice of the Third-Party Claim pursuant to Section 9.04(a), (ii) the Third-Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Third-Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates, (iv) the Third-Party Claim relates to or otherwise involves a claim by a Governmental Authority or a customer of the Company, (v) the Indemnifying Party has failed or is failing to prosecute or defend the Third-Party Claim vigorously, (vi) in the case of a Buyer Indemnified Party, the amount of the Third-Party Claim, if determined in accordance with the claimant’s demands, would reasonably be expected to result in any Damages, together with all other unresolved claims for indemnification by the Buyer Indemnified Parties, that would not be available for recovery under this Article 9 or (vii) the Third-Party Claim is with respect to Covered Taxes (a “Tax Claim”). (d) If the Indemnifying Party shall assume the control of the defense of such Third any Third-Party Claim following notice thereofin accordance with the provisions of this Section 9.04, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of such Third-Party Claim; provided that consent of the Indemnified Party shall not be required for any such settlement if (i) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and (ii) such settlement includes an unconditional release of the Buyer Indemnified Parties or the Seller Indemnified Parties, as the case may be, from all Liability on claims that are the subject matter of such Third-Party Claim and does not include any statement as to or any admission of fault, culpability or failure to act by or on behalf of the Buyer Indemnified Parties or the Seller Indemnified Parties, as the case may be. An Indemnified Party may not settle any Third-Party Claim for which it is seeking indemnification hereunder without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed; provided that the Indemnified Party may admit liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent so long as the Indemnified Party releases, to the reasonable satisfaction of the Indemnifying Party, any claims to indemnification with respect to such Third-Party Claim pursuant to this Article 9. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third-Party Claim in accordance with the foregoing, the Indemnified Party shall be entitled to assume and control such participate in the defense of any Third-Party Claim and to settle or agree to pay employ separate counsel of its choice for such purpose, in full which case the fees and expenses of such Third Party Claim without separate counsel shall be borne by the consent of Indemnified Party; provided that in such event the Indemnifying Party without prejudice shall pay the fees and expenses of such separate counsel (i) to the ability of extent incurred by the Indemnified Party prior to enforce its claim for indemnification against the date that the Indemnifying Party hereunderassumes control of the defense of the Third-Party Claim or (ii) if the Indemnified Party is advised by counsel that (A) there is a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such claim or (B) there may be one or more defenses or claims available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party and that could be materially adverse to the Indemnifying Party. Except In the case of the foregoing clause (ii), the Indemnifying Party shall keep the Indemnified Party reasonably informed with respect to such Third-Party Claim and cooperate with the Indemnified Party in connection therewith. (f) Buyer shall be entitled to control Tax Contests and appoint lead counsel reasonably acceptable to Seller for such defense. Buyer may not settle any Tax Contest for which it is seeking indemnification hereunder without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Seller shall be entitled to participate in Tax Contests and to employ separate counsel of its choice for such purpose, in which case the Indemnified Partyfees and expenses of such separate counsel shall be borne by Seller. (g) Each party shall cooperate, no Indemnifying Partyand cause its Affiliates to cooperate, in the defense or prosecution of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate in the defense of any Third Third-Party Claim subject and shall furnish or cause to this Article IX be furnished such records, information and the records of each shall testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably available to the other with respect to such defenserequested in connection therewith.

Third Party Claim Procedures. In the case of any claim asserted by a third (a) The party (a “Third Party Claim”) against a party entitled to seeking indemnification under this Agreement Article 10 (an the “Indemnified Party”), ) agrees to give prompt notice shall be given by the Indemnified Party in writing to the party required against whom indemnity is to provide indemnification be sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such the assertion of any claim or the commencement of any suit, action or proceeding by any third party (“Third Party Claim, and the Indemnified Party ”) in respect of which indemnity may be sought hereunder. Such notice shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations hereunder, except to the extent that such failure results in a lack of actual notice to shall have actually prejudiced the Indemnifying Party and such Party. (b) The Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Article IX Section, shall be entitled to control and appoint lead counsel for such defense, in each case at its own expense. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.03, (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld) before entering into any settlement of such Third Party Claim, if the settlement does not expressly unconditionally release the Indemnified Party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other similar equitable relief against the Indemnified Party or any of its Affiliates, (ii)the Indemnified Party shall not enter into any settlement of such Third Party Claim without the prior written consent of the Indemnifying Party and (iii)the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose; provided that the fees and expenses of such separate counsel shall be paid by the Indemnified Party, except that the Indemnifying Party shall pay such fees and expenses to the extent both the Indemnifying Party and the records Indemnified Party are named parties and representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest (in which case the Indemnifying Party shall pay for only one separate counsel for all Indemnified Parties). (d) In connection with the defense or prosecution of any Third Party Claim, each party shall (i)cooperate, and cause its respective Affiliates to cooperate, in the defense or prosecution of such claim, (ii)furnish or cause to be furnished such documents, records, information and testimony, grant or cause to be granted access to all reasonably requested witnesses, and attend such conferences, discovery proceedings, hearings, trials or appeals, in each case as may be reasonably requested in connection therewith, (iii)take all reasonable steps to make available to the other with respect party, upon written request, its former and current employees, other personnel and agents (whether as witnesses or otherwise) to the extent that such persons may reasonably be required in connection therewith. Neither Seller nor Buyer will (and each of Seller and Buyer shall cause its respective Affiliates not to) destroy or dispose of any documents, records or information related to the defense or prosecution of any Third Party Claim without first using its reasonable best efforts to notify the other party of the proposed destruction or disposition and giving the other party the opportunity to take possession of or copy such documents, records or information prior to such defensedestruction or disposition. (e) Notwithstanding anything herein to the contrary, this Section 10.03 shall not apply to any Tax Contest governed by Article 12.

Third Party Claim Procedures. In (a) The Party seeking indemnification under Section 10.02 (the case “Indemnified Party”) agrees to give prompt notice in writing to the Party against whom indemnity is to be sought (the “Indemnifying Party”) of the assertion of any claim asserted or the commencement of any Action by a any third party (a “Third Party Claim”) against a party entitled to indemnification in respect of which indemnity may be sought under this Agreement (an “Indemnified Party”), Section 10.02. Such notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges will set forth in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of reasonable detail such Third Party Claim shall be reasonably satisfactory and the basis for indemnification (taking into account the information then available to the Indemnified Party, and ). The failure to so notify the Indemnified Indemnifying Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall will not relieve the Indemnifying Party of its indemnification obligation obligations under this Agreement Agreement, except to the extent that such failure results in a lack of actual notice to will have materially and adversely prejudiced the Indemnifying Party and such Party. (b) The Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, the Indemnified Party shall will be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate participate in the defense of any Third Party Claim and, subject to the limitations set forth in this Section 10.05, will be entitled to control and appoint lead counsel for such defense, in each case at its own expense; provided that prior to assuming control of such defense, the Indemnifying Party must acknowledge that any and all Damages resulting from such Third Party Claim constitute Damages for which the Indemnified Party will be indemnified fully pursuant to this Article IX 10. (c) The Indemnifying Party will not be entitled to assume or maintain control of the defense of any Third Party Claim and will pay the records fees and expenses of each shall be counsel retained by the Indemnified Party if (i) the Indemnifying Party does not deliver the acknowledgment referred to in Section 10.05b) within 15 days of receipt of notice of the Third Party Claim pursuant to Section 10.05a), (ii) the Third Party Claim relates to or arises in connection with any criminal Action, (iii) the Indemnified Party reasonably available to the other believes an adverse determination with respect to the Third Party Claim would be detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, (iv) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates, (v) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim or (vi) if the Indemnified Party is a Parent Indemnitee and the Third Party Claim involves a customer or supplier of the Company. (d) If the Indemnifying Party assumes the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.05, then the Indemnifying Party will obtain the prior written consent of the Indemnified Party before entering into any settlement of such defenseThird Party Claim. (e) In circumstances where the Indemnifying Party is controlling the defense of a Third Party Claim in accordance with Section 10.05b) and Section 10.05c), the Indemnified Party will be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose, in which case the reasonable fees and expenses of a single separate counsel will be borne by the Indemnified Party. (f) Each Party will cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and will furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (g) Notwithstanding any provision to the contrary, with respect to any Action relating to Taxes (a “Tax Claim”) for a Pre-Closing Tax Period of the Company, the Stockholders’ Agent shall have the right, at the expense of the Stockholders to control, manage, and be responsible for such Tax Claim (other than a Tax Claim with respect to a Straddle Period). Parent may participate in such Tax Claim (at Parent’s sole expense) and the Stockholders’ Agent shall keep Parent reasonably informed concerning the progress of such Tax Claim and shall not settle, compromise, or otherwise resolve such Tax Claim without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned, or delayed. Parent shall control all other Tax Claims, including any Tax Claim relating to a Straddle Period or Tax Claim Stockholders’ Agent elected not to control; provided, however, that with respect to any Tax Claim relating to a Pre-Closing Tax Period, (i) Parent shall obtain the prior written consent of Stockholders’ Agent (which consent shall not be unreasonably withheld, conditioned, or delayed) before entering into any settlement of a claim or ceasing to defend such claim, and (ii) the Stockholders’ Agent shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel shall be borne solely by Stockholders’ Agent, on behalf of the Stockholders.

Third Party Claim Procedures. In the case (a) Except for indemnification in respect of any claim asserted Taxes (indemnification for which shall be governed exclusively by Article VI) a third party (a “Third Party Claim”) against a party Person that may be entitled to indemnification be indemnified under this Agreement (an the “Indemnified Party”)) shall as promptly as practicable (and, notice shall be given by in any event, within twenty (20) Business Days of the Indemnified Party to first receiving written notice of a threat or commencement of a claim or demand by a third party), notify the party required to provide or parties liable for such indemnification (the “Indemnifying Party”) promptly after such in writing of any pending or threatened claim or demand by a third party that the Indemnified Party has actual knowledge determined has given or could reasonably give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against the Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail, to the extent practicable based on then-available information, the facts and circumstances with respect to the subject matter of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article IX except and only to the extent the Indemnifying Party is actually prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation, warranty, covenant or agreement must be delivered prior to the expiration of any applicable survival period specified in Section 9.01 for such representation, warranty, covenant or agreement; provided, further, that if, prior to such applicable date, a party hereto shall have notified the other parties hereto in accordance with the requirements of this Section 9.04(a) of a claim for indemnification under this Article IX (whether or not formal legal action shall have been commenced based upon such claim), such claim shall continue to be subject to indemnification in accordance with this Article IX notwithstanding the passing of such applicable date. (b) Upon receipt of a notice of a Third Party Claim from an Indemnified Party pursuant to Section 9.04(a), the Indemnifying Party, by notice to the Indemnified Party shall permit delivered within ten (10) Business Days of the Indemnifying Party (at the expense receipt of notice of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to claim, may, but is not obligated to, assume the defense and control of such Third Party ClaimClaim at its own expense; provided, provided however, that (a) counsel for the Indemnifying Party who shall conduct allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense as provided in this Section 9.04(b); provided, further, that the Indemnifying Party shall be reasonably satisfactory to bear the Indemnified Partyreasonable fees, costs and expenses of one such separate firm of counsel if (and one firm of local counsel if required) (i) the Indemnified Party may participate shall have determined in such defense good faith that an actual or potential conflict of interest makes representation by the same counsel inappropriate or (ii) the Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at such Indemnified the Indemnifying Party’s expense. The Indemnifying Party shall be liable for the fees and expenses of one firm of counsel (plus one firm of local counsel, and (bif required) employed by the failure of any Indemnified Party to give notice as provided herein shall not relieve for any period during which the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If the Indemnifying Party does has not promptly assume assumed the defense of a Third Party Claim. The Indemnified Party may take any actions reasonably necessary to defend such Third Party Claim following prior to the time that it receives a notice thereof, the Indemnified Party shall be entitled to assume and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of from the Indemnifying Party without prejudice to as contemplated by the ability preceding sentence. Seller or Buyer, as the case may be, shall, and shall cause each of its Affiliates and Representatives to, reasonably cooperate (including, upon the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent reasonable request of the Indemnified Party, no Indemnifying Partymaking reasonably available books, in records and personnel with respect to the defense subject matter of any such Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting ) with the Indemnified Indemnifying Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate in the defense of any Third Party Claim subject to this Article IX and the records of each Claim. The Indemnifying Party shall be reasonably available authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party (which consent shall not be unreasonably withheld); provided that (A) such settlement does not involve any finding or admission of any violation of Applicable Law or admission of any wrongdoing or any violation of the rights of any Person and does not include a statement or admission of fault, culpability or failure to act by or on behalf of any Indemnified Party, (B) the Indemnifying Party pays or causes to be paid all amounts arising out of such settlement or judgment not later than three (3) Business Days following the effectiveness of such settlement, (C) such settlement does not subject the Indemnified Party to any injunctive relief or other equitable remedy and does not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or affect any Indemnified Party or the conduct of any Indemnified Party’s business and (D) the Indemnifying Party obtains, as a condition of any settlement or other resolution, a complete and unconditional release of, or dismissal with prejudice of claims against, each Indemnified Party potentially affected by such Third Party Claim from any and all liability in respect to of such defenseThird Party Claim.

Third Party Claim Procedures. In With respect to third-party claims the case of following procedures shall apply: (a) Promptly after receipt by any claim asserted by a third party (a “Third Party Claim”) against a party entity entitled to indemnification under this Agreement (an “Indemnified Party”)Section 17, of notice of the assertion or the commencement of any action, proceeding or other claim by a third party in respect of which the indemnitee shall be given by seek indemnification pursuant to any such Section, the Indemnified Party to indemnitee shall promptly notify the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge indemnitor of such Third Party Claim, and the Indemnified Party claim in writing. No failure to so notify an indemnitor shall permit the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to such Third Party Claim) to assume the defense of such Third Party Claim, provided that (a) counsel for the Indemnifying Party who shall conduct the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (b) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party it of its indemnification obligation obligations under this Agreement except to the extent that it can demonstrate damages attributable to such failure results failure. Within 15 days after receipt of notice from the indemnitee relating to any claim, but no later than 10 days before the date on which any response to a complaint or summons is due, the indemnitor shall notify the indemnitee in writing if the indemnitor acknowledges without reservation its indemnification obligation and elects to assume control of the defense and settlement of that claim (a lack Notice of actual Election). (b) If the indemnitor delivers a Notice of Election relating to any claim within the required notice period, the indemnitor shall be entitled to have sole control over the Indemnifying Party defense and such Indemnifying Party is materially prejudiced as a result settlement of such failure claim, which it shall defend actively and with all reasonable diligence; provided that (i) the indemnitee shall be entitled to be given notice. If the Indemnifying Party does not promptly assume participate in the defense of such Third Party Claim following notice thereofclaim and to employ counsel at its own expense to assist in the handling of such claim; and (ii) the indemnitor shall obtain the prior written approval of the indemnitee before entering into any settlement of such claim that imposes financial or other obligations on the indemnitee; provided that such approval shall not he unreasonably withheld. After the indemnitor has delivered a Notice of Election relating to any claim in accordance with the preceding paragraph (and, in fact, diligently defends the claim), the Indemnified Party indemnitor shall not be entitled liable to assume and control the indemnitee for any legal expenses incurred by the indemnitee in connection with the defense of that claim. In addition, the indemnitor shall not be required to indemnify the indemnitee for any amount paid or payable by the indemnitee in the settlement of any claim for which the indemnitor has delivered a timely Notice of Election if such defense and amount was agreed to settle or agree to pay in full such Third Party Claim without the consent of the Indemnifying Party without prejudice indemnitor. (c) If the indemnitor does not deliver a Notice of Election relating to the ability of the Indemnified Party a claim, or otherwise fails to enforce acknowledge its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in obligation or to assume the defense of a claim, within the required notice period or fails to diligently defend the claim, the indemnitee may defend the claim in such manner as it may deem appropriate (without any such Third Party Claimobligation to consult with or obtain any consent from the indemnitor), shall consent to entry at the cost, expense, and risk of the indemnitor, including payment of any judgment or enter into award and the costs of settlement or compromise of the claim. The indemnitor shall promptly reimburse the indemnitee for all such costs and expenses, including payment of any judgment or award and the costs of settlement or compromise of the claim. If it is determined that the indemnitor failed to defend a claim for which it was liable, the indemnitor shall not be entitled to challenge the amount of any settlement that provides for injunctive or other nonmonetary relief affecting compromise paid by the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of an irrevocable release from all liability and wrongdoing with respect to such Third Party Claim. Seller and Buyers shall cooperate in the defense of any Third Party Claim subject to this Article IX and the records of each shall be reasonably available to the other with respect to such defenseindemnitee.