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 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. (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”), 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 promptly give written notice (a “Claims Notice”) to the Indemnifying Party (at describing in reasonable detail the expense facts and circumstances with respect to the subject matter of such Indemnifying Party claim and so long as the Indemnifying Party acknowledges in writing its obligation amount or estimated amount of the Losses sought to indemnify be recovered thereunder to the Indemnified Party for Losses related to such Third Party Claim) to assume extent ascertainable (which estimate shall not be conclusive on the defense final amount 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 claim). The failure of by any Indemnified Party to give notice as provided herein notify the Indemnifying Party promptly shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations except to the extent that such failure results in a lack of actual notice to the shall actually prejudice an Indemnifying Party; provided, however, that an Indemnifying Party and such Indemnifying shall have no obligation whatsoever to indemnify an Indemnified Party is materially prejudiced as with respect to 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 unless a Claims Notice with respect to such Third Party Claim. Seller and Buyers shall cooperate in Claim is properly delivered by the defense of any Third Indemnifying Party Claim subject to this Article IX and the records of each shall be reasonably available prior to the other with respect to such defensetermination of the applicable period described in Section 9.1.

Third Party Claim Procedures. (a) In the case of event that any claim written claim, demand or other Claim for which an indemnifying party (an “Indemnifying Party”) may have an obligation or liability to any Indemnified Party under this Article 7 is asserted against or sought to be collected from any Indemnified Party by a third party (a “Third Third-Party Claim”) against ), such Indemnified Party shall promptly (but in no event fewer than fifteen days prior to a party entitled scheduled appearance in a matter in which litigation has been initiated), notify the Indemnifying Party in writing of such Third-Party Claim with reasonable specificity as to the basis for such claims, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided that the failure of an Indemnified Party to provide such notice in a timely manner shall not affect its rights 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 Article 7 except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and has been actually prejudiced by such failure. The Indemnifying Party is materially prejudiced shall have thirty days (or such lesser number of days set forth in the Claim Notice as may be required by court proceedings in the event of a result litigated matter) after receipt of such failure the Claim Notice (the “Claim Notice Period”) to be given notice. If the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereof, notify the Indemnified Party shall be entitled that it desires 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 defend 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 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. (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 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 (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. Seller and Buyers The Indemnifying Party shall cooperate have 20 Business Days (or such lesser number of days set forth in the defense Claim Notice as may be required by court proceeding in the event of any 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 subject 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 this Article IX defend the Indemnified Party against such Third Party Claim and the records of each Indemnified Party shall be reasonably available to assume such defense at the other with respect to such defenseIndemnifying Party’s expense.

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(a) or 7.03(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 Action by any third party (a “Third-Party Claim”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail the facts and circumstances of such Third-Party Claim and the basis for indemnification in respect thereof, including the specific Section or Sections hereof that the Indemnified Party has actual knowledge claims to have been breached (taking into account the information then available to the Indemnified Party) and the Section or Sections hereof pursuant to which the Indemnified Party claims to be entitled to indemnification hereunder. The failure of the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such Third failure shall have prejudiced the Indemnifying Party. Following delivery of the initial notice with respect to a Third-Party Claim, the Indemnified Party shall deliver to the Indemnifying Party, as promptly as reasonably practicable after the Indemnified Party’s receipt thereof, copies of all written notices and other documents (including any court papers) received by the Indemnified Party relating to such Third-Party Claim, and the Indemnified Party shall permit provide the Indemnifying Party (at the expense of with such Indemnifying other information with respect to such Third-Party and so long Claim 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 may 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 defenserequest.

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 10.2 (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 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 Section 10.2. 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), including the specific representations or covenants claimed to have been breached or to be inaccurate and an estimate of Damages, if reasonably practical. The Indemnified Party has actual knowledge of such Third Party Claim, and will use Reasonable Efforts to notify the Indemnified Party shall permit the Indemnifying within ten (10) days after it becomes aware of any Third-Party (at the expense Claim in respect of such Indemnifying Party and which indemnity may be sought under Section 10.2; provided that so long as the Indemnifying Party acknowledges notice thereof is given within the applicable survival period set forth in writing its obligation Section 10.1, the failure 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 so notify the Indemnifying Party who shall conduct the defense of within 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 time period 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 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 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 Party, promptly after the ability Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating 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 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 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 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 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 ClaimClaim without the prior written consent of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed). Seller and Buyers If the Indemnifying Party shall cooperate in assume the defense of any Third Party Claim subject pursuant to this Article IX and IX, then the records Indemnified Party may participate, at the Indemnified Party’s own expense, in the defense of each such Third Party Claim; provided, that such Indemnified Party shall be reasonably available 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 other 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 defensematter without the prior written consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed).

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 Claim, provided that Claim within thirty (a30) counsel for days of the Indemnifying Party who shall conduct Indemnitee having given notice of the defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, and Indemnitor; (ii) the Indemnified Party may participate Indemnitor shall have expressly agreed 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 Indemnitee that, subject to any limitations set forth in this Article VII, as between the Indemnitor 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 thereofIndemnitee, the Indemnified Party Indemnitor shall be entitled solely obligated to assume fully satisfy and control such defense and to settle or agree to pay in full discharge such Third Party Claim without the consent reservation of the Indemnifying any rights; (iii) such Third Party without prejudice Claim does not relate to the ability of the Indemnified or arise in connection with any criminal or quasi criminal proceeding, action, indictment, allegation or investigation; (iv) such Third Party to enforce its claim for indemnification Claim does not seek an injunction or equitable or other non-monetary relief against the Indemnifying Indemnitee; (v) such Third Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying PartyClaim is not, in the defense reasonable judgment of any such Third Party Claimthe 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 consent at all times be using commercially efforts to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting diligently contest 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 (the conditions set forth in foregoing clauses (i) through (vi) being collectively referred to this Article IX 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 records of each Indemnitor; provided, that the Indemnitee shall be reasonably available entitled to reimbursement for its reasonable and documented expenses in connection therefor if the Indemnitor shall lose its right to contest, defend, litigate and settle the applicable Third Party Claim due to the other with respect to such defensefailure of any of the Litigation Conditions.

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 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 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 giving, by each claimant or plaintiff to such Indemnified Party Party, of an irrevocable release from all liability and wrongdoing with respect to such 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 (or its direct or indirect owners') Tax liability or the ability of the Indemnified Party 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 Buyer 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”) against a party entitled to Any Person seeking indemnification under this Agreement Section 14 (an in such capacity, the “Indemnified Party”)) in connection with any Third Party Claim shall notify, notice shall be given by in writing, the Indemnified Party to the party required to provide indemnification from which indemnity is sought under this this Section 14 (in such capacity, the “Indemnifying Party”) ), as promptly as practicable after such Indemnified Party has receives actual knowledge notice of the existence of, or its involvement in, such Third Party Claim, and the Indemnified Party shall permit . 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 will not relieve the Indemnifying Party of its indemnification obligation from liability that it may have to any Indemnified Party under this Agreement Section 14, 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 by such failure to be given noticefailure. If the 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 the defense and of all Indemnified Parties in connection with any Third Party Claim, including the employment of counsel reasonably satisfactory to settle or agree Indemnified Parties. Notwithstanding the Indemnifying Party’s decision to pay in full assume the defense of any such Third Party Claim without the consent of the Indemnifying Party without prejudice to the ability of Claim, the Indemnified Party Parties shall have the right to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, employ separate counsel and to reasonably participate in the defense of any such Third Party Claim, . Such separate counsel shall consent to entry be at the sole cost and expense of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Parties, unless (a) the use of counsel chosen by the Indemnifying Party or that does not to represent the Indemnified Parties would be inappropriate under the applicable rules of professional responsibility, (b) the named parties to any Third Party Claim include as both the Indemnifying Party and an unconditional term thereof the giving by each claimant or plaintiff Indemnified Party, there are defenses available to such Indemnified Party that are different from, or in addition to, the defenses available to the Indemnifying Party, and counsel appointed by the Indemnifying Party declines to raise such different or additional defenses on such Indemnified Party’s behalf, (c) the Indemnifying Party fails to assume the defense of an irrevocable release from all liability and wrongdoing with respect to such Third Party ClaimClaim or to employ counsel reasonably satisfactory to the Indemnified Party in a timely manner or (d) the Third Party Claim seeks, in addition to or in lieu of monetary damages, any injunctive or other equitable relief. Seller In the event of any of clauses (a) through (d), all Indemnified Parties, at the Indemnifying Party’s expense, may employ separate counsel to represent or defend such Indemnified Parties in any such Third Party Claim or group of related Third Party Claims, provided, that, in no event shall the Indemnifying Party be liable for the reasonable fees and Buyers shall cooperate expenses of more than one separate firm of attorneys for all such Indemnified Parties in connection with any Third Party Claims (plus one firm of local counsel in each jurisdiction in which any such Third Party Claim is taking place). The Party controlling the defense of any Third Party Claim subject shall not compromise or settle such Third Party Claim without the other Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed; provided, that, if the Indemnifying Party is controlling the defense of any Third Party Claim, the Indemnified Party’s consent shall not be deemed to this Article IX have been unreasonably withheld, conditioned or delayed if, and the records Indemnified Party may withhold its consent to, (a) any settlement that does not include a full general release of each shall be reasonably available all the claims against the Indemnified Parties from all parties to the other with respect litigation, (b) any settlement that requires any Indemnified Party or any of its Affiliates to such defenseperform any covenant or refrain from engaging in any activity and (c) any settlement that includes any statement as to, or an admission of, fault, violation, culpability, malfeasance or nonfeasance by, or on behalf of, the Indemnified Party or any of its Affiliates.

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 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 ClaimParty) 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 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 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 If the Indemnified Party and Buyers the Indemnifying Party have conflicting (or substantially divergent) interests in respect of the matter at issue, or (ii) the Indemnified Party shall have the right to take over and control the defense, settlement, negotiation or Litigation relating to any such Third Party Claim, and the Indemnifying Party shall pay the reasonable fees and expenses of the Indemnified Party’s counsel in respect thereof; 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, Sellers, and Buyer 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. This Section 9.6 shall not apply to Third Party Claims in respect of Taxes, which shall be governed by Section 6.5.

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 Exxxxxx 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 Exxxxxx 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 152 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 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 pursuant to this Article IX 9, then the Indemnified Party may participate, at his or its 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 (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 records of 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 shall be reasonably available to the other relevant jurisdiction) for all Indemnified Parties in connection with respect to such defenseany Third Party Claim.

Third Party Claim Procedures. (a) In the case of event that any written claim or demand for which an indemnifying party under this ARTICLE VIII (an “Indemnifying Party”) may have liability to any Indemnified Person hereunder 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 promptly, but in no event more than ten (10) Business Days following such Indemnified Person’s receipt of a Third Party has actual knowledge Claim, notify the Indemnifying Party in writing of such Third Party Claim, and the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”); provided, however, that the failure timely to give a Claim Notice shall affect the rights of an Indemnified Party shall permit Person hereunder only to the extent that such failure has a prejudicial effect on the defenses or other rights available to 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 with respect to such Third Party Claim. The Indemnifying Party shall have thirty (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 Person that it desires to defend the Indemnified Person against such Third Party Claim; it being understood that the Indemnifying Party shall only be permitted to assume the defense of a Third Party Claim if such Third Party Claim (i) is not a criminal or quasi-criminal action and (ii) does not seek material injunctive or other equitable relief against the Indemnified Person. The Indemnifying Party shall not be obligated to, nor shall the Indemnifying Party be deemed to, acknowledge or admit that it has an indemnity obligation with respect to a Third Party Claim as a condition to, or by virtue of, electing 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 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, subject to the limitations contained in Section 9.4, 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 '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 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 (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 70 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 (at the expense of in asserting all such Indemnifying Party rights and so long as the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related to remedies against 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 defensethird 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 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 ClaimClaim and in a manner consistent with Section 10.1, 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 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 Party Claim. Seller If the Indemnified Party in good faith determines that (i) 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 the Business, or (ii) 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 or delayed, and provided, further, that in the case of clause (ii) above, the Indemnified Party will have no such right to so take over and control where such Third Party Claim involves no potential remedies other than monetary damages and the Indemnifying Party will pay all such monetary damages. In any event, the Sellers and the Buyer shall cooperate in good faith 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 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. 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 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”) against a party entitled to indemnification under this Agreement (an “Indemnified Party”), notice shall be given by the Indemnified Party shall promptly, and in any event within thirty (30) days after it first becomes aware of facts which give rise to the party required basis for such claim, give written notice (a “Third Party Notice”) to provide indemnification (the “applicable Indemnifying Party”) promptly after such Indemnified Party has actual knowledge , 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 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 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 permit 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 such the Indemnifying Party, undertake (with counsel selected by the Indemnified Party and so long as reasonably acceptable to the Indemnifying Party) 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 shall furnish the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related with such information as it may have with respect to such Third Party ClaimClaim (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 assume and shall otherwise cooperate with and assist the Indemnifying Party in 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 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 30 111 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 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 pursuant to this Article IX ‎Article 10, then the Indemnified Party may participate, at his or its 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 (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 records of 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 shall be reasonably available to the other relevant jurisdiction) for all Indemnified Parties in connection with respect to such defenseany Third Party Claim.

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 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 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 Execution Copy 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 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 11 (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 11.03‎(a) shall not relieve any Indemnifying Party of its obligations under ‎Section 11.02, except to the extent that such failure actually 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. 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 11.03, to defend against, negotiate, settle (subject to ‎Section 11.03(b)) or otherwise deal with such Third Party Claim, and the Indemnified Party shall permit but the Indemnifying Party (at the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges may nonetheless 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 that, the Indemnifying Party shall not be reasonably satisfactory entitled to assume control of such defense and shall pay the Indemnified Party, fees and expenses of counsel retained by the Indemnified Party if (x) the claim for indemnification relates to or arises in connection any criminal proceeding, action, indictment or investigation; (y) the claim seeks any form of remedy other than monetary damages, and there is a reasonable possibility (more than remote, but less than likely) that such non-monetary remedy may participate be granted and, if granted, would reasonably be expected to be material; or (z) the claim is reasonably likely to result in such defense at such Indemnified a Material Adverse Effect after giving effect to the Indemnifying Party’s expense, and (b) indemnification obligations under this ‎Article 11 in respect thereof. In the failure of any Indemnified Party to give notice as provided herein shall not relieve event that the Indemnifying Party assumes the defense of its any Third Party Claim, the Indemnified Party shall be deemed to be entitled to indemnification obligation under this Agreement except ‎Article 11 in respect of such Third Party Claim, unless material facts or circumstances not known to the extent that such failure results in a lack of actual notice to or reasonably foreseeable by the Indemnifying Party at the time of its assumption of the defense thereof subsequently emerge and result in the Indemnified Party not being entitled to such Indemnifying Party is materially prejudiced as a result of such failure to be given noticeindemnification in accordance with the terms hereof. 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 11.03(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 Party Claim following notice thereofsubject to the Indemnifying Party’s right to control the defense thereof (provided, that the Indemnified Party may jointly control such defense in the event that the reasonably anticipated damages materially exceed the Cap); 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 (i) requested by the Indemnifying Party to participate or (ii) 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 such counsel for all Indemnified Parties in connection 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 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.. Section 8.6

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 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 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 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 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 the Parent 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 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, the Sellers and the Buyers shall cooperate in the defense of any Third Party Claim subject to this Article IX X 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 Beta Systems Indemnified Party or Proginet Indemnified Party (a “Third Party Claim”) against a party entitled to indemnification under this Agreement (in either case, an “Indemnified Party”)) seeking indemnification from Beta Systems or Proginet (in either case, notice shall be given by the Indemnified Party to the party required to provide indemnification (the an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit with respect to a third party claim will give the Indemnifying Party (at the expense prompt written notice of such third party claim. Failure to give such notice will not reduce the obligations of the Indemnifying Party and so long as under this Article, except to the extent that the Indemnifying Party is prejudiced thereby. After such notice, if the Indemnifying Party acknowledges in writing its obligation to indemnify such Indemnified Party that the right of indemnification under this Agreement applies with respect to such third party claim, then the Indemnifying Party may, if it elects in a written notice delivered to the Indemnified Party for Losses related no later than 14 calendar days prior to the date on which a response to such Third Party Claim) to assume third party claim is due or 14 calendar days after receipt of the written notice (whichever is sooner), take control of the defense of such Third Party Claimthird party claim. In such case, provided that (a) counsel for the Indemnifying Party who shall conduct will select and engage attorneys at the expense of the Indemnifying Party. The Indemnified Party will reasonably cooperate with the Indemnifying Party and its attorneys in the investigation, trial and defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, third party claim and any appeal arising therefrom and the Indemnified Party may participate may, at its own expense, participate, through its attorneys or otherwise, in such defense at such Indemnified Party’s expenseinvestigation, trial 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 third party claim and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the any appeal arising therefrom. The Indemnifying Party without prejudice to the ability will not enter into any settlement that involves any action, admission, or liability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with without the prior written consent of the Indemnified Party, no which consent will not be unreasonably withheld or delayed. After notice by the Indemnifying Party, in Party of its election to take control of the defense of any such Third third party claim, the Indemnifying Party Claim, shall consent will not be liable 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 for any legal expenses incurred thereafter by each claimant or plaintiff to such Indemnified Party in connection with such defense, and all costs associated with the third party claim shall be borne by the Indemnifying Party. If the Indemnifying Party does not take control 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 such third party claim, the Indemnifying Party Claim subject to this Article IX may participate in such defense, at its expense, and the records Indemnified Party may reasonably defend and settle such third party claim in its discretion, at the expense of each shall be reasonably available to the other with respect to such defenseIndemnifying Party.

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 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 the case of any claim asserted by With respect to a third party (a “Third Party Claim”) against , other than a party entitled to indemnification under this Agreement (an “Indemnified Party”Third Party Claim regarding Taxes, which are governed by Section 6.02(d), notice the Indemnifying Party shall be given by have a reasonable opportunity to conduct an investigation into the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge facts and circumstances of such Third Party Claim, and during the Indemnified Party shall permit pendency of such investigation, the Indemnifying Party will have the right, at its own cost and expense, to participate (at but not appear on the expense of such Indemnifying Party and so long as the Indemnifying Party acknowledges record) 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 counsel of its choice subject to the Indemnified Party’s right to control the defense thereof. Before, during or following such investigation, the Indemnifying Party shall be have the right to defend the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party, and Party so long as (i) the Indemnifying Party acknowledges in writing to the Indemnified Party may participate and without qualification (or reservation of rights) its indemnification obligations as provided in such defense at such this Section 8.04(b), (ii) the Indemnifying Party provides the Indemnified Party’s expenseParty with evidence acceptable to the Indemnified Party that 56 the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim 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 Third Party Claim if it shall fail to cure any failure to diligently contest, defend, litigate and settle the Third Party Claim as provided herein within 15 days of receiving notice thereof from the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party without shall have no right to cure if: (A) the Indemnifying Party has previously received notice of any failure to diligently contest, defend, litigate or settle the Third Party Claim hereunder; or (B) the 15-day cure period would prejudice to the ability interests of the Indemnified Party with respect to enforce its claim for indemnification against the Third Party Claim. So long as the Indemnifying Party hereunder. Except with has elected to exercise, and has not lost, its right to defend, litigate and settle and/or obligation to contest, defend, litigate and settle as herein provided, the 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 consent approval of the Indemnified Party (which shall not be unreasonably withheld or delayed unless such settlement does not fulfill the conditions set forth in the 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), 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, no Indemnified Party or Indemnifying Party, in 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) (1) 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, (2) enter into any settlement that attributes by its terms liability to the Non-Control Party or which may otherwise have a materially adverse effect on the Indemnified Party’s business, or (3) 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 reasonable 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 Section 8.04(b) 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 Section 8.04(b), 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 8.04(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 any claim asserted by a third party (a “Third a) Any Buyer Indemnified Party Claim”) against a party entitled to or Seller Indemnified Party seeking indemnification under this Agreement Section 8.02 (each, an “Indemnified Party”), ) shall give prompt notice shall be given by the Indemnified Party in writing to the party required to provide Person from whom indemnification 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, ”) in respect of which indemnity may be sought under such Section. Such notice shall set forth in reasonable detail such 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 47 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED 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 adversely prejudiced the Indemnifying 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 8.03, to defend against, negotiate, settle (subject to clause (b)) or otherwise deal with such Third Party Claim. If the Indemnifying Party does elects not promptly assume to defend against, negotiate, settle or otherwise deal with any Third Party Claim, then the Indemnified Party may defend against, negotiate, settle (subject to clause (b)) or otherwise deal with such Third Party Claim, but the Indemnifying Party may nonetheless participate in the defense of such Third Party Claim following notice thereofwith its own counsel at its own expense. 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 such Indemnified Party shall be entitled to assume and control participate in any such defense with separate counsel at the expense of Indemnifying Party if (i) so 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 to settle or agree 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 any appropriate local counsel) for all Indemnified Parties in full such connection with any Third Party Claim. Notwithstanding anything in this Section 8.03 to the contrary, Buyer will control, without affecting its or any other Indemnified Party’s rights to indemnification under this Agreement, the defense of all Third Party Claims relating to the matters addressed in Section 7.01 or any Excluded Liability relating to Taxes (“Tax Claims”) to the extent related to Buyer Tax Returns; provided, however, that Seller and its counsel (at its sole expense) may participate in (but not control the conduct of) the defense of any such Tax Claim. Buyer shall not settle any such Tax Claim without the consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. (b) Notwithstanding anything in this Section 8.03 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without prejudice 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 ability 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 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 failure to act by or on behalf of any Indemnified Party. 48 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED 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 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 8, 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 its 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 testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. Section 8.04. Direct Claim Procedures. In the event an Indemnified Party has a claim for indemnity under Section 8.02 against an Indemnifying Party that does not involve a Third Party Claim, the Indemnified Party agrees to give prompt notice in writing of such claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such claim and the records basis for indemnification and the amount of each shall such Damages incurred or that such Indemnified Party reasonably estimates in good faith is likely to be reasonably incurred in connection with such claim (taking into account the information then available to the other 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. The Indemnified Party shall reasonably cooperate with and assist the Indemnifying Party in determining the validity of any such claim for indemnity by the Indemnified Party. If the Indemnifying Party disputes its indemnity obligation for any Damages with respect to such defenseclaim, the parties shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of jurisdiction determined pursuant to Section 9.06. Section 8.05.

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 The Indemnifying Party (at will have the expense of such Indemnifying Party and so long as right to defend 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 with counsel of its choice reasonably satisfactory to the Indemnified Party, and exercising commercially reasonable discretion, so long as (i) the Indemnifying Party acknowledges in writing to the Indemnified Party may participate and without qualification (or reservation of rights) its indemnification obligations as provided in such defense at such Indemnified Party’s expensethis ARTICLE VIII, and (bii) the failure of any Indemnified Third Party Claim involves only money damages and does not seek an injunction or other equitable relief. The Indemnifying Party shall lose its right to give notice defend and settle the Third Party Claim if it shall fail to diligently contest, defend, litigate and settle the Third Party Claim as provided herein shall not relieve herein. So long as the Indemnifying Party of has not lost its indemnification right to contest, defend, litigate and settle and/or obligation under this Agreement except to the extent that such failure results in a lack of actual notice to contest, defend, litigate and settle as herein provided, the Indemnifying Party shall have the exclusive right to contest, defend and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If litigate the Indemnifying Party does not promptly assume the defense of such Third Party Claim following notice thereofand shall have the right, upon receiving 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 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 VIII 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 VIII, 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 8.04(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 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 party A Beta Systems Indemnified Party or Proginet Indemnified Party (a “Third Party Claim”) against a party entitled to indemnification under this Agreement (in either case, an “Indemnified Party”)) seeking indemnification from Beta Systems or Proginet (in either case, notice shall be given by the Indemnified Party to the party required to provide indemnification (the an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of such Third Party Claim, and the Indemnified Party shall permit with respect to a third party claim will give the Indemnifying Party (at the expense prompt written notice of such third party claim. Failure to give such notice will not reduce the obligations of the Indemnifying Party and so long as under this Article, except to the extent that the Indemnifying Party is prejudiced thereby. After such notice, if the Indemnifying Party acknowledges in writing its obligation to indemnify such Indemnified Party that the right of indemnification under this Services Agreement applies with respect to such third party claim, then the Indemnifying Party may, if it elects, in a written notice delivered to the Indemnified Party for Losses related no later than 14 calendar days prior to the date on which a response to such Third Party Claim) to assume third party claim is due or 14 calendar days after receipt of the written notice (whichever is sooner), take control of the defense of such Third Party Claimthird party claim. In such case, provided that (a) counsel for the Indemnifying Party who shall conduct will select and engage attorneys at the expense of the Indemnifying Party. The Indemnified Party will reasonably cooperate with the Indemnifying Party and its attorneys in the investigation, trial and defense of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, third party claim and any appeal arising therefrom and the Indemnified Party may participate may, at its own expense, participate, through its attorneys or otherwise, in such defense at such Indemnified Party’s expenseinvestigation, trial 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 third party claim and control such defense and to settle or agree to pay in full such Third Party Claim without the consent of the any appeal arising therefrom. The Indemnifying Party without prejudice to the ability will not enter into any settlement that involves any action, admission, or liability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder. Except with without the prior written consent of the Indemnified Party, no which consent will not be unreasonably withheld or delayed. After notice by the Indemnifying Party, in Party of its election to take control of the defense of any such Third third party claim, the Indemnifying Party Claim, shall consent will not be liable 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 for any legal expenses incurred thereafter by each claimant or plaintiff to such Indemnified Party in connection with such defense. If the Indemnifying Party does not take control 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 such third party claim, the Indemnifying Party Claim subject to this Article IX may participate in such defense, at its expense, and the records Indemnified Party may reasonably defend and settle such third party claim in its discretion, at the expense of each shall be reasonably available to the other with respect to such defenseIndemnifying Party.

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 totally 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 the defense . Any settlement of any such a Third Party Claim, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting Claim by the Indemnified Party or that does not include as an unconditional term thereof without the giving by each claimant or plaintiff to written consent of any of the Indemnifying Parties shall discharge such Indemnified Party of an irrevocable release Indemnifying Parties from all liability and wrongdoing hereunder with respect to the subject matter of such Third Party Claim. Seller and Buyers shall cooperate in With written notice to the defense of any Third Party Claim subject to this Article IX and the records of each Indemnified Party, an Indemnifying Person shall be reasonably available entitled, at its own cost and expense, to rectify any breach of a representation or warranty within a reasonable period of time and to the other with respect to such defensereasonable satisfaction of the Indemnified Party.

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 in a lack of actual notice to shall have materially and adversely prejudiced the Indemnifying Party. Such notice by the Indemnified Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If shall describe the Indemnifying Party does not promptly assume the defense of such Third Third-Party Claim following notice thereofin reasonable detail, shall include copies of 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 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 acknowledge that it would have an indemnity obligation for the Damages resulting from such Third Party Claim as provided under this Article IX 8. (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 records reasonable fees and expenses of each counsel retained by the Indemnified Party if (i) the Indemnifying Party does not 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 reasonably available entitled to subsequently assume or maintain control of the defense of such Third Party Claim to the other with respect extent the Indemnified Party fails to prosecute or defend such defense.Third Party Claim in good faith). The Indemnified Party agrees, without the prior written consent of Xxxxxx, not to settle or admit liability or culpability in connection with

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 44 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) All claims for indemnification pursuant to this ‎Article 8 shall be made in accordance with the case of any procedures set forth in this ‎Article 8. A Person entitled to assert a claim asserted by a third party for indemnification (a “Third Party Claim”) against a party entitled pursuant to indemnification under this Agreement ‎Article 8 (an “Indemnified Party”) shall give the Indemnifying Party written notice of any such Claim (a “Claim Notice”), which notice shall include a description in reasonable detail of (i) the basis for, and nature of, such Claim, including the facts constituting the basis for such Claim, and (ii) the estimated amount of the Losses that have been or may be sustained by the Indemnified Party in connection with such Claim. Any Claim Notice shall be given by the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”, (A) promptly after in the case of a Claim in connection with any Legal Proceeding made or brought by any Person (other than the Purchaser or the Seller in connection with this Agreement) against such Indemnified Party has actual knowledge (a “Third-Party Claim”), promptly, but in any event not later than ten (10) Business Days, following receipt of notice of the assertion or commencement of such Third Party ClaimLegal Proceeding, and (B) in the case of a Claim other than a Third-Party Claim (a “Direct Claim”), promptly, but in any event not later than ten (10) Business Days, after the Indemnified Party shall permit becomes aware of the Indemnifying Party (at facts constituting the expense of basis for 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 Direct Claim) to assume the defense of such Third Party Claim; provided, provided however, 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 no failure of any Indemnified Party to give such prompt written notice as provided herein shall not relieve the Indemnifying Party of any of its indemnification obligation under this Agreement obligations hereunder except to the extent that such failure results in a lack of actual notice to the Indemnifying Party and is prejudiced by such failure 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 and Indemnified Party shall be entitled will cooperate in good faith to assume and control resolve any Direct Claim for a period of thirty (30) Business Days before commencing any Legal Proceeding in connection with 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 For the defense purposes 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.Agreement, “

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 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 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. 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 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 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 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. (a) In the event that any Litigation for which an indemnifying party (an “Indemnifying Party”) may have liability hereunder to a Buyer Group 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 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 (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. Seller and Buyers The Indemnifying Party shall cooperate have 20 Business Days (or such lesser number of days set forth in the defense Claim Notice as may be required by court proceeding in the event of any 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 subject 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 this Article IX defend the Indemnified Party against such Third Party Claim and the records of each Indemnified Party shall be reasonably available to assume such defense at the other with respect to such defenseIndemnifying Party’s expense.

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 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 57 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 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”) against a party entitled to indemnification under this Agreement (an “Indemnified Party”), notice shall be given by the Indemnified Party shall promptly, and in any event within thirty (30) days after it first becomes aware of facts which give rise to the party required basis for such claim, give written notice (a “Third Party Notice”) to provide indemnification (the “applicable Indemnifying Party”) promptly after such Indemnified Party has actual knowledge , 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 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 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 permit at all times have the right to ***Confidential Treatment Requested 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 such the Indemnifying Party, undertake (with counsel selected by the Indemnified Party and so long as reasonably acceptable to the Indemnifying Party) 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 shall furnish the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for Losses related with such information as it may have with respect to such Third Party ClaimClaim (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 assume and shall otherwise cooperate with and assist the Indemnifying Party in 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 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 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 '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 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, Seller and Buyers Purchaser shall cooperate in the defense of any Third Third-Party Claim subject to this Article IX X and the records of each shall be made reasonably available to the other with respect to such defense.

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 in a lack of actual notice to shall have materially and adversely prejudiced the Indemnifying Party. Such notice by the Indemnified Party and such Indemnifying Party is materially prejudiced as a result of such failure to be given notice. If shall describe the Indemnifying Party does not promptly assume the defense of such Third Third-Party Claim following notice thereofin reasonable detail, shall include copies of 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 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 acknowledge that it would have an indemnity obligation for the Damages resulting from such Third Party Claim as provided under this Article IX 8. (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 records reasonable fees and expenses of each counsel retained by the Indemnified Party if (i) the Indemnifying Party does not 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 reasonably available entitled to subsequently assume or maintain control of the defense of such Third Party Claim to the other with respect extent the Indemnified Party fails to prosecute or defend such defense.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

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”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) 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 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 (i) so requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of counsel to the ability of Indemnifying Party a conflict exists between the Indemnified Party to enforce its claim for indemnification against and the Indemnifying Party hereunderthat 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 (plus any appropriate local counsel) for all Indemnified Parties in connection with any Third Party Claim. Except The parties agree to cooperate fully with each other in connection with the prior written consent of the Indemnified Partydefense, no Indemnifying Party, in the defense negotiation or settlement 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 Promptly after the case receipt by any Indemnified Party of a notice of any claim asserted claim, action, suit or Proceeding by a any third party (a “Third Party Claim”) against a party entitled that may be subject to indemnification under this Agreement (an “hereunder, such Indemnified Party shall give written notice of such claim to the Indemnifying Party”), notice shall stating in reasonable detail the nature and basis of the claim and the amount thereof, to the extent known, along with copies of the relevant documents evidencing the claim, the basis for indemnification sought and the method of computation of the amount to which the Indemnified Party claims to be given by entitled hereunder. Failure of the Indemnified Party to the party required to provide indemnification (the “Indemnifying Party”) promptly after give 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 from liability on account of its indemnification obligation under this Agreement indemnification, except if and to the extent that such failure results in a lack of actual notice to the Indemnifying Party and such Indemnifying Party is materially actually prejudiced as a result of such failure to be given noticethereby. 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, promptly after the Indemnified Party’s receipt thereof, copies of all notices and control such defense documents (including court papers) received by the Indemnified Party relating to the claim and to settle or agree to pay in full such Third Party Claim without the consent of reasonably cooperate with the Indemnifying Party without prejudice in evaluating and defending such claims. The Indemnifying Party shall have the right to assume the ability defense of the Indemnified Party against the third party claim if (i) it gives notice of its intention to enforce its do so to the Indemnified Party prior to the substantial completion of discovery relating to such third party claim for indemnification against and (ii) the Indemnifying Party hereunderacknowledges its indemnity obligation hereunder in respect of such Losses relating thereto, subject to the terms hereof. Except with So long as the prior written consent Indemnifying Party has assumed the defense of the third party claim in accordance herewith and notified the Indemnified PartyParty in writing thereof, no Indemnifying Party, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the third party claim, (B) the Indemnified Party shall not file any such Third Party Claim, shall papers or consent to the entry of any judgment or enter into any settlement with respect to the third party claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld or delayed) and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the third party claim (other than a judgment or settlement that provides is solely for injunctive or other nonmonetary relief affecting money damages payable by the Indemnifying Party and is accompanied by a release of all claims against the Indemnified Party) without the prior written consent of the Indemnified Party (not to be unreasonably withheld or that does delayed). Whether or not include as an unconditional term thereof the giving by each claimant or plaintiff Indemnifying Party shall have assumed the defense, such Indemnifying Party shall not be obligated to such indemnify the Indemnified Party of an irrevocable release hereunder for any settlement entered into without the Indemnifying Party’s prior written consent, which consent shall not be unreasonably withheld or delayed. The parties will use commercially reasonable efforts to minimize Losses from all liability third party claims and wrongdoing will act in good faith in responding to, defending against, settling or otherwise dealing 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 defenseclaims.