Common use of Third Party Claims Clause in Contracts

Third Party Claims. If a claim by a third party is made against an Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under this Article VIII, such Indemnified Party, shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas Indemnified Party (Atlas or APL, as the case may be, the “Indemnifying Party”), of such claims. The failure to provide such notice shall not result in a waiver of any right to indemnification hereunder except to the extent that the Indemnifying Party is actually materially prejudiced by such failure. The Indemnifying Party shall have 30 days after receipt of such notice to elect to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof (provided that the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in respect of such claim), and the Indemnified Party shall cooperate with it in connection therewith. Notwithstanding the foregoing, an Indemnified Party shall have the right to employ separate counsel at the Indemnifying Party’s expense if the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable expenses of such counsel shall be at the expense of the Indemnifying Party). Notwithstanding the foregoing, in no event shall an Indemnifying Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay or settle any claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim; provided that, in such event, it shall waive any right to indemnity therefor by the Indemnifying Party. The Indemnifying Party shall not, except with the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), enter into any settlement unless (i) such settlement includes as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability with respect to such claim and (ii) the only relief imposed against such Indemnified Party is the payment of monetary damages which are paid by the Indemnifying Party.

Third Party Claims. If a claim by a third party is made against (i) In the event that an Indemnified PartyParty becomes aware of a Third Party Claim for which an Indemnifying Party would be liable to an Indemnified Party hereunder, the Indemnified Party shall with reasonable promptness notify in writing the Indemnifying Party of such Claim, identifying the basis for such Claim or demand, and if such Indemnified Party intends the amount or the estimated amount thereof to seek indemnity with respect thereto under this Article VIII, such Indemnified Party, the extent then determinable (which estimate shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas Indemnified Party (Atlas or APL, as not be conclusive of the case may be, the “Indemnifying Party”), final amount of such claims. The Claim and demand; the "Claim Notice"); provided, however, that any failure to provide give such notice shall Claim Notice will not result in be deemed a waiver of any right to indemnification hereunder rights of the Indemnified Party except to the extent that the rights of the Indemnifying Party is are actually materially prejudiced by such failure. The Indemnifying Party shall have 30 days after receipt of such notice to elect to undertakewill notify the Indemnified Party as soon as practicable whether the Indemnifying Party desires, conduct and control, through counsel of its own choosing and at its own sole cost and expense, to defend the settlement or defense thereof (provided Indemnified Party against such Third Party Claim. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party acknowledges in writing its obligation desires to indemnify defend the Indemnified Party in with respect of such claimto the Third Party Claim pursuant to this Section 9.3(a), and the Indemnifying Party shall retain counsel (who shall be reasonably acceptable to the Indemnified Party) to represent the Indemnified Party and the Indemnifying Party shall cooperate pay the reasonable fees and disbursements of such counsel with regard thereto; provided, however, that any Indemnified Party is hereby authorized, prior to the date on which it in connection therewithreceives written notice from the Indemnifying Party designating such counsel, to retain counsel, whose fees and expenses shall be at the expense of the Indemnifying Party, to file any motion, answer or other pleading and take such other action which it reasonably shall deem necessary to protect its interests or those of the Indemnifying Party. Notwithstanding After the foregoingIndemnifying Party shall retain such counsel, an the Indemnified Party shall have the right to employ separate retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (x) the Indemnifying Party’s expense if Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (y) the named parties to of any such proceeding (including any impleaded parties) include both such the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate because a conflict or potential conflict exists between the Indemnifying Party and the Indemnified Party which makes representation of both Parties inappropriate under applicable standards of professional conduct. The Indemnifying Party shall not, in connection with any proceedings or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one such firm for the Indemnified Party (except to the extent the Indemnified Party retained counsel to protect its (or the Indemnifying Party's) rights prior to the selection of counsel by the Indemnifying Party). If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any claim or demand which the Indemnifying Party defends or, if appropriate and related to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person (other than the Indemnified Party or any of its Affiliates). A Claim or demand may not be settled by either party without the prior written consent of the other party (which consent will not be unreasonably withheld or delayed) unless, as part of such settlement, the Indemnified Party shall have been advised by counsel that receive a conflict of interest is likely full and unconditional release reasonably satisfactory to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable expenses of such counsel shall be at the expense of the Indemnifying Party). Notwithstanding the foregoing, in no event shall an Indemnifying Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay or settle any claim without the prior written consent of the Indemnified Party if such Claim is not exclusively for monetary Damages. (ii) If the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, fails to notify the Indemnified Party shall that the Indemnifying Party desires to defend the Third Party Claim pursuant to the preceding paragraph then the Indemnified Party will have the right to pay or settle any such claim; provided thatdefend, in such event, it shall waive any right to indemnity therefor by at the sole cost and expense of the Indemnifying Party. The Indemnifying , the Third Party shall notClaim by all appropriate proceedings, except which proceedings will be vigorously and diligently prosecuted by the Indemnified Party to a final conclusion or will be settled at the discretion of the Indemnified Party (with the consent of the Indemnified Party (Indemnifying Party, which consent shall will not be unreasonably withheld). The Indemnified Party will have full control of such defense and proceedings, conditioned or delayed), enter into including (except as provided in the immediately preceding sentence) any settlement unless (i) such settlement includes as an unconditional term thereof the giving thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting, or, if appropriate and related to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim, or Persons asserting such claim any cross-complaint against any Person (other than the Indemnifying Party or any of its Affiliates). Notwithstanding the foregoing provisions of this paragraph, if the Indemnifying Party has notified the Indemnified Party that the Indemnifying Party disputes its liability hereunder to all the Indemnified Parties an unconditional release from all liability Party with respect to such claim Third Party Claim and (ii) if such dispute is resolved in favor of the only relief imposed against such Indemnifying Party the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party is the payment Party's defense pursuant to this paragraph or of monetary damages which are paid by the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified Party will reimburse the Indemnifying Party in connection with such litigation. The Indemnifying Party may retain separate counsel to represent it in, but not control, any defense or settlement controlled by the Indemnified Party pursuant to this paragraph, and the Indemnifying Party will bear its own costs and expenses with respect to such participation.

Third Party Claims. (a) If a claim by a third party is made commences or threatens a Proceeding (a “Third-Party Claim”) against an any Person (the “Indemnified Party, and if such ”) with respect to any matter that the Indemnified Party intends to seek indemnity with respect thereto might make a claim for indemnification against any Party (the “Indemnifying Party”) under this Article VIII, such Indemnified Party, shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas then the Indemnified Party must notify the Indemnifying Party (Atlas or APLthe Seller, as in the case may be, of the “Indemnifying Party”), Seller) thereof in writing of the existence of such claims. The Third-Party Claim and must deliver copies of any documents served on the Indemnified Party with respect to the Third-Party Claim; provided, however, that any failure to provide such notice shall notify the Indemnifying Party or deliver copies will not result in a waiver of relieve the Indemnifying Party from any right to indemnification obligation hereunder except unless (and then solely to the extent that extent) the Indemnifying Party is actually materially prejudiced by such failure. The . (b) Upon receipt of the notice described in Section 8.6(a), the Indemnifying Party shall will have 30 the right to defend the Indemnified Party against the Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party so long as (i) within ten days after receipt of such notice to elect to undertake, conduct and control, through counsel of its own choosing and at its own expensenotice, the settlement or defense thereof (provided Indemnifying Party notifies the Indemnified Party in writing that the Indemnifying Party acknowledges in writing its obligation will, subject to the limitations of Section 8.4, indemnify the Indemnified Party in respect of such claim), from and against any Losses the Indemnified Party shall cooperate with it in connection therewith. Notwithstanding may incur relating to or arising out of the foregoingThird-Party Claim, an (ii) the Indemnifying Party provides the Indemnified Party shall with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the right financial resources to employ separate counsel at defend against the Third-Party Claim and fulfill its indemnification obligations hereunder, (iii) the Indemnifying Party is not a party to the Proceeding or the Indemnified Party has determined in good faith that there would be no conflict of interest or other inappropriate matter associated with joint representation, (iv) the Third-Party Claim does not involve, and is not likely to involve, any claim by any Governmental Body, (v) the Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, (vi) settlement of, or an adverse judgment with respect to, the Third-Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, (vii) the Indemnifying Party conducts the defense of the Third-Party Claim actively and diligently and (viii) the Indemnifying Party keeps the Indemnified Party apprised of all developments, including settlement offers, with respect to the Third-Party Claim and permits the Indemnified Party to participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party is conducting the defense of the Third-Party Claim in accordance with Section 8.6(b), (i) the Indemnifying Party will not be responsible for any attorneys’ fees incurred by the Indemnified Party regarding the Third-Party Claim (other than attorneys’ fees incurred prior to the Indemnifying Party’s expense if assumption of the named parties defense pursuant to any such proceeding Section 8.6(b)) and (including any impleaded partiesii) include both such neither the Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and nor the Indemnifying Party (in which case, if such Indemnified will consent to the entry of any judgment or enter into any settlement with respect to the Third-Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable expenses of such counsel shall be at the expense of the Indemnifying Party). Notwithstanding the foregoing, in no event shall an Indemnifying Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay or settle any claim Claim without the prior written consent of the Indemnifying Party (other party, which consent shall will not be unreasonably withheld, conditioned or delayed)withheld unreasonably. Notwithstanding the foregoing, If the Indemnified Party shall have desires to consent to the right entry of judgment with respect to pay or settle any such claim; provided that, in such event, it shall waive any right to indemnity therefor by a Third-Party Claim but the Indemnifying Party. The Party refuses, then the Indemnifying Party shall notwill be responsible for all Losses with respect to such Third-Party Claim, except with without giving effect to the consent of Basket or the Cap. (d) If any condition in Section 8.6(b) is or becomes unsatisfied, (i) the Indemnified Party (which may defend against, and consent shall not be unreasonably withheld, conditioned to the entry of any judgment or delayed), enter into any settlement unless (i) such settlement includes as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability with respect to such claim to, the Third-Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), (ii) the only relief imposed against such Indemnifying Party will reimburse the Indemnified Party is promptly and periodically (but no less often than monthly) for the payment costs of monetary damages which are paid by defending against the Third-Party Claim, including attorneys’ fees and expenses, and (iii) the Indemnifying PartyParty will remain responsible for any Losses the Indemnified Party may incur relating to or arising out of the Third-Party Claim to the fullest extent provided in this Article VIII.

Third Party Claims. (a) If a claim any Proceeding is instituted by or against a third party is made against an Indemnified Party, and if such with respect to which the Indemnified Party intends to seek indemnity with respect thereto under this Article VIIIIX (a “Third Party Claim”), such the Indemnified Party, Party shall promptly notify Atlas, if an APL Indemnified Party, the Indemnifying Party of such Third Party Claim and tender to the Indemnifying Party the conduct or APL, if an Atlas defense of such Third Party Claim. A failure by the Indemnified Party (Atlas to give notice and to tender the conduct or APL, as defense of the case may be, the “Indemnifying Party”), of such claims. The failure Third Party Claim in a timely manner pursuant to provide such notice this Section 9.4 shall not result in a waiver limit the obligation of any right to indemnification hereunder the Indemnifying Party under this Article IX, except (i) to the extent such Indemnifying Party is materially prejudiced thereby, (ii) with respect to out-of-pocket expenses incurred during the period in which notice was not provided, and (iii) if such notice is not given within the applicable time period provided under Section 9.5 (b) The Indemnifying Party shall have the right to defend the Indemnified Party against such Third Party Claim as provided herein. If the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party elects to assume the defense of the Third Party Claim (such election to be without prejudice to the right of the Indemnifying Party to dispute whether such claim is actually materially prejudiced an indemnifiable Loss under this Article IX), then the Indemnifying Party shall have the right to defend such Third Party Claim with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, in all appropriate proceedings, to a final conclusion or settlement in accordance with this Section 9.4(b). The Indemnifying Party shall use reasonably diligent and good faith efforts to defend or prosecute such failureThird Party Claim and shall keep the Indemnified Party reasonably advised of the status of such claim and defense thereof and shall consider in good faith recommendations made by the Indemnified Party with respect thereto. The Indemnifying Party shall have 30 days after receipt full control of such notice to elect to undertakedefense and proceedings, conduct and controlincluding any compromise or settlement thereof; however, through counsel of its own choosing and at its own expense, the settlement or defense thereof (provided that the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in respect of such claim), and the Indemnified neither Party shall cooperate with it in connection therewith. Notwithstanding the foregoing, an Indemnified Party shall have the right to employ separate counsel at the Indemnifying Party’s expense if the named parties to enter into any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable expenses of such counsel shall be at the expense of the Indemnifying Party). Notwithstanding the foregoing, in no event shall an Indemnifying Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay or settle any claim settlement agreement without the prior written consent of the Indemnifying Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, such consent shall not be required if (i) the settlement agreement contains a complete and unconditional general release by the third party asserting the Third Party Claim to all Indemnified Parties affected by the claim, (ii) the settlement agreement does not contain any admission of liability by or other obligation on the part of the Indemnified Party or sanction or restriction upon the conduct or operation of any business by the Indemnified Party or its Affiliates and (iii) the settlement does not require any payment to be made by the Indemnified Party to any Person. The Indemnified Party may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 9.4(b), and the Indemnified Party shall have bear its own costs and expenses with respect to such participation; provided, however, that if the right to pay or settle any Indemnifying Party assumes control of the defense of such claim; provided thatclaim and the Indemnifying Party and the Indemnified Party have, in the opinion of legal counsel, materially conflicting interests or different defenses available with respect to such eventclaim that cause the Indemnified Party to hire its own separate counsel with respect to such proceeding, the reasonable fees and expenses of a single counsel to the Indemnified Party shall be considered “Losses” for purposes of this Agreement. (c) If the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party pursuant to Section 9.4(b) within thirty (30) calendar days after receipt of any Claim Notice, then the Indemnified Party shall defend, and be reimbursed by the Indemnifying Party for its reasonable cost and expense in regard to the Third Party Claim with counsel selected by the Indemnified Party, in all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnified Party; provided, that if it is ultimately determined that the Indemnified Party would not be entitled to indemnification hereunder, even if the facts alleged in the Third Party Claim were true as alleged, the Indemnified Party shall waive any right promptly repay in full such reimbursed amounts to indemnity therefor by the Indemnifying Party. The Indemnifying Party shall notIn the circumstances described in this Section 9.4(c), except with the consent of the Indemnified Party shall defend any such Third Party Claim in good faith and have full control of such defense and proceedings; provided, however, that the Indemnified Party may not enter into any compromise or settlement of such Third Party Claim if indemnification is to be sought hereunder, without the Indemnifying Party’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party may participate in, enter into but not control, any defense or settlement unless (i) such settlement includes as an unconditional term thereof the giving controlled by the Person or Persons asserting such claim Indemnified Party pursuant to all Indemnified Parties an unconditional release from all liability this Section 9.4(c), and the Indemnifying Party shall bear its own costs and expenses with respect to such claim participation. (d) If requested by the Party controlling the defense of a Third Party Claim, the other Party agrees, at the sole cost and expense of such controlling Party (ii) but only if the only relief imposed against such Indemnified controlling Party is actually entitled to indemnification hereunder), to cooperate with the payment of monetary damages which are paid controlling Party and its counsel in contesting any Third Party Claim being contested, including providing access to documents, records and information. In addition, the Party that is not controlling the defense will make its personnel available at no cost to the Indemnifying Party for conferences, discovery, proceedings, hearings, trials or appeals as may be reasonably required by the Indemnifying Party. The Party not controlling the defense also agrees to cooperate with the controlling Party and its counsel in the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person and executing powers of attorney to the extent necessary.

Third Party Claims. If a claim by a third party is made against an any Indemnified Party, and if such Indemnified Party party intends to seek indemnity with respect thereto under this Article VIIIXI, such Indemnified Party, Party shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas Indemnified the Indemnifying Party (Atlas or APL, as the case may be, the “Indemnifying Party”), of such claims. The ; provided, that the failure to provide such notice so notify shall not result in a waiver relieve the Indemnifying Party of any right to indemnification hereunder its obligations hereunder, except to the extent that the Indemnifying Party is actually and materially prejudiced by such failurethereby. The Indemnifying Party shall have 30 thirty (30) days after receipt of such notice to elect to undertake, assume the conduct and control, through counsel reasonably acceptable to the Indemnified Party at the expense of its own choosing and at its own expensethe Indemnifying Party, of the settlement or defense thereof (provided that the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in respect of such claim), and the Indemnified Party shall cooperate with it in connection therewith; provided, that (i) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party and (ii) the Indemnifying Party shall promptly be entitled to assume the defense of such action only to the extent the Indemnifying Party acknowledges its indemnity obligation and assumes and holds such Indemnified Party harmless from and against the full amount of any Loss resulting therefrom; provided, further, that the Indemnifying Party shall not be entitled to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party if (1) the claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (2) the claim seeks an injunction or equitable relief against the Indemnified Party; (3) the Indemnified Party has been advised in writing by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party; (4) the Indemnified Party reasonably believes an adverse determination with respect to the action, lawsuit, investigation, proceeding or other claim giving rise to such claim for indemnification would be detrimental to or injure the Indemnified Party’s reputation or future business prospects; (5) the amount claimed by the Indemnified Party (if such Indemnified Party is a Parent Indemnitee) exceeds the value of the shares of Parent Preferred Stock then held by the Escrow Agent or (6) upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such claim. Notwithstanding the foregoing, an Any Indemnified Party shall have the right to employ separate counsel in any such action or claim and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Indemnifying Party unless (x) the Indemnifying Party shall have failed, within a reasonable time after having been notified by the Indemnified Party of the existence of such claim as provided in the preceding sentence, to assume the defense of such claim, (y) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party’s expense if , which authorization shall not be unreasonably withheld, or (z) the named parties to any such proceeding action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, Party and such Indemnified Party shall have been advised in writing by such counsel that a conflict of interest is likely there may be one or more legal defenses available to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects are not available to employ separate counsel at the expense of the Indemnifying Party, or available to the Indemnifying Party shall not have the right assertion of which would be adverse to assume the defense thereof and the reasonable expenses of such counsel shall be at the expense interests of the Indemnifying Indemnified Party). Notwithstanding So long as the foregoing, in no event shall an Indemnifying Party be required to pay is reasonably contesting any such claim in good faith, the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay or settle any claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed)such claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim; , provided that, that in such event, event it shall waive any right to indemnity therefor by the Indemnifying Party for such claim unless the Indemnifying Party shall have consented to such payment or settlement. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after the receipt of the Indemnified Party’s notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Indemnifying Party shall not, except with the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed)Party, enter into any settlement unless (i) such settlement includes that is not entirely indemnifiable by the Indemnifying Party pursuant to this Article XI and does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties of an unconditional release from all liability with respect to such claim and (ii) the only relief imposed against such Indemnified Party is the payment or consent to entry of monetary damages which are paid by the Indemnifying Partyany judgment.

Third Party Claims. (i) If any Person who is not a Party (or an Affiliate thereof) notifies any Indemnified Party with respect to any matter (a “Third Party Claim”) that could be reasonably expected to give rise to a claim by a third party is made against an Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto for indemnification against any Indemnifying Party under this Article VIIIAgreement, such then the Indemnified Party, Party shall promptly notify Atlasthe Indemnifying Party by delivering an Indemnification Certificate thereto; provided, if an APL Indemnified Partyhowever, or APL, if an Atlas Indemnified Party (Atlas or APL, as that the case may be, the “Indemnifying Party”), of such claims. The failure to provide such notice so notify the Indemnifying Party shall not result in a waiver relieve the Indemnifying Party of any right to indemnification its obligations hereunder except to the extent such failure shall have materially prejudiced the Indemnifying Party (except that the Indemnifying Party will not be liable for any expenses incurred by the Indemnified Party during the period in which the Indemnified Party failed to give such Notice), it being understood and agreed that the failure of the Indemnified Party to so notify the Indemnifying Party prior to settling a Third Party Claim (whether by paying a claim or executing a binding settlement agreement with respect thereto) or the entry of a judgment or issuance of an award with respect to a Third Party Claim shall constitute actual prejudice to the Indemnifying Party’s ability to defend against such Third Party Claim. Thereafter, the Indemnified Party will deliver to the Indemnifying Party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received or transmitted by the Indemnified Party relating to the Third Party Claim. (ii) The Indemnifying Party will have the right to participate in or assume the defense of any Third Party Claim with counsel of the Indemnifying Party’s choice, reasonably satisfactory to the Indemnified Party, so long as (A) the Indemnifying Party notifies the Indemnified Party, within ten (10) days after the Indemnified Party has given Notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is actually materially prejudiced assuming the defense of such Third Party Claim and will indemnify the Indemnified Party against such Third Party Claim in accordance with this Article 8, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend the Third Party Claim (including any increased losses caused by such failure. The defense) and fulfill its indemnification obligations hereunder with respect thereto, (C) the Indemnifying Party shall have 30 days after receipt conducts the defense of such notice to elect to undertake, conduct the Third Party Claim actively and control, through counsel of its own choosing diligently and at its own costs and expense, the settlement or defense thereof (provided that the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in respect of such claim), and the Indemnified Party shall cooperate with it in connection therewith. Notwithstanding the foregoing, an Indemnified Party shall have the right to employ separate counsel at the Indemnifying Party’s expense if the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable expenses of such counsel shall be at the expense of the Indemnifying Party). Notwithstanding the foregoing, in no event shall an Indemnifying Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay or settle any claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim; provided that, in such event, it shall waive any right to indemnity therefor by the Indemnifying Party. The Indemnifying Party shall not, except with the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), enter into any settlement unless (i) such settlement includes as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability with respect to such claim and (ii) the only relief imposed against such Indemnified Party is the payment of monetary damages which are paid by the Indemnifying Party.and

Third Party Claims. If a claim (i) Within ten (10) days after receipt by the Indemnified Party of notice of the commencement of any action by a third party is made against an Indemnified Partyin respect of which, and if such successful, the Indemnified Party intends would be entitled to seek indemnity with respect thereto under this Article VIII, such Indemnified Party, shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas Indemnified indemnification hereunder (a “Third Party (Atlas or APL, as the case may be, the “Indemnifying PartyClaim”), the Indemnified Party shall notify each Indemnifying Party thereof in writing (stating the nature, basis and amount of such claims. The the claim in reasonable detail), but any failure to provide such notice so notify the Indemnifying Party shall not result in a waiver of relieve the Indemnifying Party from any right liability that it may have to indemnification hereunder except the Indemnified Party other than to the extent that the Indemnifying Party is actually materially prejudiced thereby. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party within ten (10) days after the Indemnified Party’s receipt thereof, copies of all notice and documents (including court papers) received by such failure. the Indemnified Party relating to the Third Party Claim. (ii) The Indemnifying Party shall have 30 days after receipt the right to assume control of the defense of the Indemnified Party against the Third Party Claim, or if the Indemnifying Party does not assume such defense, to participate in the defense of such notice to elect to undertake, conduct and control, through counsel of its own choosing and Third Party Claim at its own expense, the settlement or defense thereof (provided that the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in respect of such claim), and the Indemnified Party shall cooperate with it in connection therewith. Notwithstanding the foregoing, an The Indemnified Party shall have the right to employ separate participate in such action or proceeding and to retain its own counsel at but the Indemnifying Party’s expense if the named parties to Party shall not be liable for any such proceeding (including any impleaded parties) include both legal expenses of other counsel subsequently incurred by such Indemnified Party and in connection with the defense thereof unless (i) the Indemnifying PartyParty has agreed in writing to pay such fees and expenses, and such (ii) the Indemnifying Party shall have failed to employ counsel in a timely manner, or (iii) the Indemnified Party shall have been advised by legal counsel that having common counsel would present such counsel with a conflict of interest is likely to exist if or the same counsel were to represent defendants in or targets of any such action or proceeding include both an Indemnified Party and an Indemnifying Party and such Indemnified Party and the Indemnifying Party (reasonably concludes that there may be legal defenses available to it or other Indemnified Parties that are in which caseconflict with, if such Indemnified Party notifies the Indemnifying Party in writing that it elects or could reasonably be expected to employ separate counsel at the expense of conflict with, those available to the Indemnifying Party; provided, however, that the Indemnifying Party shall not have not, in connection with any one such action or proceeding or separate but substantially similar actions or proceedings in the right to assume the defense thereof and the reasonable expenses of such counsel shall be at the expense same jurisdiction arising out of the Indemnifying Party). Notwithstanding same general allegations, be liable for the foregoing, in no event shall an Indemnifying Party be required to pay the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties, except to the extent that local counsel, in addition to its regular counsel, is required in order to effectively defend against such action or proceeding. (1iii) separate counsel. The Indemnified Party shall not pay or settle any claim without the prior written consent of So long as the Indemnifying Party is conducting the defense of the Third Party Claim: (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, i) the Indemnified Party shall have be entitled to participate in the right defense of such claim and to pay or settle any employ counsel at its own expense to assist in the handling of such claim; provided that, in such event, it shall waive any right to indemnity therefor by the Indemnifying Party. The ; (ii) no Indemnifying Party shall not, except with consent to the consent entry of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned any judgment or delayed), enter into any settlement unless (i) such settlement includes that does not include as an unconditional term thereof the giving by the Person each claimant or Persons asserting such claim plaintiff to all each Indemnified Parties an unconditional Party of a release from all liability with in respect to of such claim and without the applicable Indemnified Party’s consent; and (iiiii) the only relief imposed against Indemnifying Party shall not be liable to such Indemnified Party hereunder for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof. (iv) The Indemnified Parties from whom the defense was assumed shall reimburse the Indemnifying Party assuming the defense for all legal fees and expenses reasonably incurred in defending against such claim if it is subsequently determined that the payment Third Party Claim is a claim for which indemnification is not required under this Article XVII. The Indemnified Party shall obtain the prior written approval of monetary damages the Indemnifying Party before paying, discharging, or admitting liability or entering into any settlement of a claim or ceasing to defend against such claim (with such approval not to be unreasonably withheld or delayed). All of the applicable Indemnified and Indemnifying Parties shall cooperate with the Party assuming the defense in the defense thereof. Such cooperation shall include the retention and the provision, to the Party assuming the defense, of records and information, which are paid by reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Party assuming the defense shall keep the applicable Indemnified and Indemnifying PartyParties fully informed regarding the progress and status thereof.

Third Party Claims. (a) If a claim by a third party is made commences a lawsuit or arbitration (a “Third-Party Claim”) against an any Person (the “Indemnified Party, and if such ”) with respect to any matter that the Indemnified Party intends to seek indemnity with respect thereto might make a claim for indemnification against the Indemnifying Party under this Article VIIIX, such Indemnified Party, shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas then the Indemnified Party (Atlas or APL, as must notify the case may be, Indemnifying Party in writing of the “Indemnifying Party”), existence of such claims. The Third-Party Claim and must deliver copies of any documents served on the Indemnified Party with respect to the Third-Party Claim; provided, however, that any failure to provide such notice shall notify the Indemnifying Party or deliver copies will not result in a waiver of relieve the Indemnifying Party from any right to indemnification obligation hereunder except unless (and then solely to the extent that extent) the Indemnifying Party is actually materially prejudiced by such failure. The . (b) Upon receipt of the notice described in Section (a), the Indemnifying Party shall will have 30 the right to defend the Indemnified Party against the Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party so long as (i) within ten days after receipt of such notice to elect to undertake, conduct and control, through counsel of its own choosing and at its own expensenotice, the settlement or defense thereof (provided Indemnifying Party notifies the Indemnified Party in writing that the Indemnifying Party acknowledges in writing its obligation will, subject to the limitations contained herein, indemnify the Indemnified Party in respect of such claim), from and against any Losses the Indemnified Party shall cooperate with it in connection therewith. Notwithstanding may incur relating to or arising out of the foregoingThird-Party Claim, an (ii) the Indemnifying Party provides the Indemnified Party shall with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the right financial resources to employ separate counsel at defend against the Third-Party Claim and fulfill its indemnification obligations hereunder, (iii) the Indemnifying Party is not a party to the Proceeding or the Indemnified Party has determined in good faith that there would be no conflict of interest or other inappropriate matter associated with joint representation, (iv) the Third-Party Claim does not involve, and is not likely to involve, any claim by any Governmental Body, (v) the Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, (vi) settlement of, or an adverse judgment with respect to, the Third-Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, (vii) the Indemnifying Party conducts the defense of the Third-Party Claim actively and diligently and (viii) the Indemnifying Party keeps the Indemnified Party apprised of all developments, including settlement offers, with respect to the Third-Party Claim and permits the Indemnified Party to participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party is conducting the defense of the Third-Party Claim (i) the Indemnifying Party will not be responsible for any attorneys’ fees incurred by the Indemnified Party regarding the Third-Party Claim (other than attorneys’ fees incurred prior to the Indemnifying Party’s expense if assumption of the named parties to any such proceeding defense and (including any impleaded partiesii) include both such neither the Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and nor the Indemnifying Party (in which case, if such Indemnified will consent to the entry of any judgment or enter into any settlement with respect to the Third-Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable expenses of such counsel shall be at the expense of the Indemnifying Party). Notwithstanding the foregoing, in no event shall an Indemnifying Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay or settle any claim Claim without the prior written consent of the Indemnifying Party (other party, which consent shall will not be unreasonably withheld, conditioned or delayed)withheld unreasonably. Notwithstanding the foregoing, If the Indemnified Party shall have desires to consent to the right entry of judgment with respect to pay or to settle any such claim; provided that, in such event, it shall waive any right to indemnity therefor by a Third-Party Claim but the Indemnifying Party. The Party refuses, then the Indemnifying Party shall notwill be responsible for all Losses with respect to such Third-Party Claim, except with without giving effect to the consent of Basket. (d) If any condition herein is or becomes unsatisfied, (i) the Indemnified Party (which may defend against, and consent shall not be unreasonably withheld, conditioned to the entry of any judgment or delayed), enter into any settlement unless (i) such settlement includes as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability with respect to such claim to, the Third-Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), (ii) the only relief imposed against such Indemnifying Party will reimburse the Indemnified Party is promptly and periodically (but no less often than monthly) for the payment costs of monetary damages which are paid by defending against the Third-Party Claim, including attorneys’ fees and expenses, and (iii) the Indemnifying Party.Party will remain responsible for any Losses the Indemnified Party may incur relating to or arising out of the Third-Party Claim to the fullest extent provided in this Article X.

Third Party Claims. If a claim by a The obligations of an indemnifying party under this Section 11.2(d) with respect to Damages arising from claims of any third party that are subject to indemnification as provided for in Section 11.2(a) or Section 11.2(b) (a “Third Party Claim”) shall be governed by and be contingent upon the following additional terms and conditions: (i) At its option, the indemnifying party may assume the defense of any Third Party Claim by giving written Notice to the Indemnified Party within ten (10) days after the indemnifying party’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying party shall be construed as an acknowledgment that the indemnifying party is made against an liable to indemnify any Indemnitee in respect of the Third Party Claim. Upon assuming the defense of a Third Party Claim, the indemnifying party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying party; provided, however, that such counsel is reasonably acceptable to the Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under this Article VIIIprovided, such Indemnified Partyfurther, shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas Indemnified Party that in the event that (Atlas or APL, as i) a conflict of interest arises between the case may be, the “Indemnifying Party”), of such claims. The failure to provide such notice shall not result in a waiver of any right to indemnification hereunder except to the extent that the Indemnifying Party is actually materially prejudiced by such failure. The Indemnifying Party shall have 30 days after receipt of such notice to elect to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof (provided that the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in respect of such claim), indemnifying party and the Indemnified Party shall cooperate with it in connection therewith. Notwithstanding such that such legal counsel cannot represent both the foregoing, an indemnifying party and the Indemnified Party shall have or (ii) the right to employ separate counsel at the Indemnifying Party’s expense if the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have Indemnitee has been advised in writing by counsel that a conflict there may be one or more legal defenses available to the Indemnitee Party that are different from or in addition to that of interest is likely to exist if the same counsel were to represent such Indemnified Party and indemnifying party, the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate Indemnitee may retain its own legal counsel at the expense of the Indemnifying Partyindemnifying party and the indemnifying party and its counsel shall cooperate with the Indemnified Party and its counsel, as may be reasonably requested. Except as set forth above, should the indemnifying party assume the defense of a Third Party Claim, the Indemnifying Party indemnifying party shall not have be liable to the right Indemnified Party or any other Indemnitee for any legal expenses subsequently incurred by such Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim. (ii) Without limiting Section 11.2(d)(i), any Indemnitee shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnitee’s sole cost and expense, except as described in Section 11.2(d)(i), unless (A) the employment thereof has been specifically authorized by the indemnifying party in writing, or (B) the indemnifying party has failed to assume the defense thereof and employ counsel in accordance with Section 11.2(d)(i) (in which case the reasonable expenses of such counsel shall be at the expense of the Indemnifying Party). Notwithstanding the foregoing, in no event shall an Indemnifying Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall control the defense). (iii) With respect to any Damages relating solely to the payment of money damages in connection with a Third Party Claim and that will not pay result in the Indemnitee’s or settle the Indemnified Party’s becoming subject to injunctive or other relief for other than money damages, and as to which the indemnifying party shall have acknowledged in writing the obligation to indemnify the Indemnitee hereunder, the indemnifying party shall have the sole right to consent to the entry of any claim judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the indemnifying party, in its sole discretion, shall deem appropriate, provided that, as a result of or in connection with any such settlement each Indemnitee or Indemnified Party shall receive a full release with respect to such claim. The indemnifying party shall not be liable for any settlement or other disposition of Damages by an Indemnitee or Indemnified Party that is reached without the written consent of the indemnifying party, which consent shall not be unreasonably withheld. If the indemnifying party chooses to defend or prosecute any Third Party Claim, no Indemnitee or Indemnified Party shall admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the Indemnifying Party (indemnifying party, which consent shall not be unreasonably withheld, conditioned or delayed). . (iv) Notwithstanding the foregoing, the Indemnified indemnifying party shall not be entitled to assume the defense of any Third Party Claim (and shall have be liable for the right to pay or settle any such claim; provided that, in such event, it shall waive any right to indemnity therefor reasonable fees and expenses of counsel incurred by the Indemnifying Party. The Indemnifying Party shall not, except with the consent of the Indemnified Party (which consent shall in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party that the Indemnified Party reasonably determines cannot be unreasonably withheldseparated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, conditioned the indemnifying party shall be entitled to assume the defense of the portion relating to money damages. (v) Regardless of whether the indemnifying party chooses to defend or delayed)prosecute any Third Party Claim, enter into any settlement unless (i) the Indemnified Party and the indemnifying party shall, and shall cause each other Indemnitee or Affiliate of the indemnifying party, as applicable, to, cooperate in the defense or prosecution thereof and shall furnish such settlement includes records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as an unconditional term thereof may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours afforded to the giving indemnifying party or Indemnified Party, as applicable, to, and reasonable retention by the each such Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability with respect of, records and information that are reasonably relevant to such claim Third Party Claim, and (ii) making each such Person and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the only relief imposed against indemnifying party shall reimburse each such Indemnified Party is the payment of monetary damages which are paid by the Indemnifying PartyPerson for all its reasonable out-of-pocket expenses in connection therewith.

Third Party Claims. The “Indemnified Parties” shall mean the Corium Indemnified Parties and the P&G Indemnified Parties. If a claim by a third party is made against an Indemnified PartyParty hereunder, and if such Indemnified Party intends to seek indemnity with respect thereto under this Article VIIISection 15, such Indemnified Party, shall Party will promptly notify AtlasCorium, if an APL in the case of a P&G Indemnified Party, or APLP&G, if an Atlas in the case of a Corium Indemnified Party (Atlas or APL, as the case may besuch person to be notified, the “Indemnifying Party”), ) in writing of such claims. The claims setting forth such claims in reasonable detail, provided that failure of such Indemnified Party to provide such give prompt notice shall as provided herein will not result in a waiver relieve the Indemnifying Party of any right to indemnification hereunder of its obligations hereunder, except to the extent that the Indemnifying Party is actually materially prejudiced by such failure. The Indemnifying Party shall will have 30 twenty (20) days after receipt of such notice to elect to undertake, conduct and control, through counsel of its own choosing choosing, subject to the reasonable approval of such Indemnified Party, and at its own expense, the settlement or defense thereof (provided that the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in respect of such claim)thereof, and the Indemnified Party shall will cooperate with it in connection therewith. Notwithstanding ; provided, however, that the foregoing, an Indemnified Party shall have the right to employ separate may participate in such settlement or defense through counsel at the Indemnifying Party’s expense if the named parties to any such proceeding (including any impleaded parties) include both chosen by such Indemnified Party and the Indemnifying Party, provided that the fees and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable expenses of such counsel shall will be at the expense of borne by such Indemnified Party. If the Indemnifying Party). Notwithstanding Party will assume the foregoingdefense of a claim, in no event shall an Indemnifying Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall it will not pay or settle any such claim without the prior written consent of the Indemnifying Party Indemnified Party, (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim; provided that, in such event, it shall waive any right to indemnity therefor by the Indemnifying Party. The Indemnifying Party shall not, except with the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), enter into any settlement a) unless (i) such settlement includes as an unconditional term thereof the giving by the Person or Persons asserting such claim to all claimant of a release of the Indemnified Parties an unconditional release Party from all liability Liability with respect to such claim and or (iib) if such settlement involves the only relief imposed against imposition of equitable remedies or the imposition of any material obligations on such Indemnified Party other than financial obligations for which such Indemnified Party will be indemnified hereunder. If the Indemnifying Party will assume the defense of a claim, the fees of any separate counsel retained by the Indemnified Party will be borne by such Indemnified Party unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the payment Indemnified Party will be entitled to retain separate counsel, the reasonable fees and expenses of monetary damages which are paid will be reimbursed by the Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within twenty (20) days after the receipt of the Indemnified Party’s notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the Indemnified Party will have the right to contest, settle or compromise the claim but will not thereby waive any right to indemnity therefore pursuant to this Agreement. The indemnification provisions set forth in this Article 15 are the sole and exclusive means of recovery of money damages with respect to the matters covered herein, except for fraud.

Third Party Claims. If (a) In the event that any Dow ▇▇▇▇▇ Indemnified Party or Reuters Indemnified Party desires to make a claim by a third party is made against an Indemnified Partythe Reuters Parties, Factiva and if such Indemnified Party intends to seek indemnity with respect thereto under this Article VIII, such Indemnified Party, shall promptly notify Atlas, if an APL Indemnified Party, its subsidiaries or APL, if an Atlas Indemnified Party (Atlas or APLthe Dow ▇▇▇▇▇ Parties, as the case may be, in each case in connection with any third party litigation, arbitration, action suit, proceeding, claim, investigation or demand at any time instituted against or made upon it for which it may seek indemnification hereunder (a “Third Party Claim”), the party that seeks indemnification (the “Indemnified Party”) shall promptly notify Reuters, Factiva or Dow ▇▇▇▇▇, as the case may be (the “Indemnifying Party”), of such claims. The Third Party Claim and the Indemnified Party’s claim for indemnification with respect thereto promptly after obtaining notice of such Third Party Claim; provided, that failure to provide promptly give such notice shall will not result in a waiver relieve the Indemnifying Party of any right to its indemnification hereunder obligations under this Article 6, except (and then only to the extent that that) the Indemnifying Party is has actually materially been prejudiced thereby. (b) The Indemnifying Party will have the right to assume the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party by such failure. written notice to the Indemnified Party within twenty (20) days after the Indemnifying Party has received notice of the Third Party Claim. (c) The Indemnifying Party shall have 30 days after receipt not, in the defense of such notice claim, consent to elect the entry of any judgment (other than a judgment of dismissal on the merits without costs) or enter into any settlement without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned, unless (i) there is no finding or admission of any violation of any applicable law by the Indemnified Party and (ii) the sole relief provided is monetary damages as to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof (provided that which the Indemnifying Party acknowledges in writing its obligation to indemnify shall pay. (d) If the Indemnifying Party assumes the defense of the Indemnified Party in respect of connection with such claim)Third Party Claim, and the Indemnified Party shall cooperate with it in connection therewith. Notwithstanding the foregoing, an Indemnified Party shall have the right to employ separate counsel at the Indemnifying Party’s its own expense if the named parties and to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (participate in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof of such Third Party Claim, but the fees and the reasonable expenses of such counsel shall be at the expense of the Indemnified Party, unless (i) the Indemnifying Party shall have failed promptly to assume the defense thereof and employ counsel as provided above or (ii) the named parties to any such Third Party Claim (including impleaded parties) include the Indemnified Party or its affiliates and the Indemnifying Party or its affiliates, and the Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it that are different from or in addition to those available to the Indemnifying Party). Notwithstanding , provided that the foregoing, in no event shall an Indemnifying Party shall not in any event be required to pay responsible hereunder for the fees and expenses of more than one law firm retained by all Indemnified Parties in connection with any Third Party Claim in the same jurisdiction. (1e) separate counselIf the Indemnifying Party does not assume the defense of a Third Party Claim after receipt of notice of such Third Party Claim from the Indemnified Party under the first paragraph of this Section 6.2 above, the Indemnified Party may defend against such claim in such manner as it reasonably deems appropriate. The Indemnified Party shall may not pay or settle any such claim without the prior written consent of the Indemnifying Party (Party, which consent shall not be unreasonably withheld, conditioned delayed, or delayed). Notwithstanding the foregoing, the conditioned. (f) The Indemnified Party shall have the right to pay or settle any such claim; provided that, cooperate in such event, it shall waive any right to indemnity therefor by good faith with the Indemnifying PartyParty and its representatives (including, without limitation, its counsel) in the investigation, negotiation, settlement, trial and/or defense of any Third Party Claim (and any appeal arising therefrom). The Indemnifying Party parties shall not, except cooperate with the consent each other in any notifications to and information requests of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), enter into any settlement unless (i) such settlement includes as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability with respect to such claim and (ii) the only relief imposed against such Indemnified Party is the payment of monetary damages which are paid by the Indemnifying Partyinsurers.

Third Party Claims. If a any claim by a third party is made against or demand in respect of which an Indemnified Party, and if Party might seek indemnity under this Article X is asserted against such Indemnified Party intends by a Person (a “Third Party Claim”), the Indemnified Party shall give written notice (the “Third Party Claim Notice”) and the details thereof including an estimate of the claimed Losses (if known and quantifiable), copies of all relevant pleadings, documents and information to seek indemnity with respect thereto under this Article VIII, such Indemnified Party, shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas the Indemnifying Party within a period of thirty (30) days following the assertion of the Third Party Claim against the Indemnified Party (Atlas or APL, as the case may be, the “Indemnifying PartyThird Party Claim Notice Period”), of such claims. The ) provided that the failure to provide such notice so notify the Indemnifying Party within the Third Party Claim Notice Period shall not result in a waiver relieve the Indemnifying Party of any right to indemnification its obligations hereunder except to the extent that the Indemnifying Party is actually materially prejudiced by such failure. The Indemnifying Party failure shall have 30 days after receipt of such notice to elect to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof (provided that the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in respect of such claim), and the Indemnified Party shall cooperate with it in connection therewith. Notwithstanding the foregoing, an Indemnified Party shall have the right to employ separate counsel at prejudiced the Indemnifying Party’s expense if . Within twenty (20) days after its receipt of the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Third Party and the Indemnifying Party, and such Indemnified Party shall have been advised Claim Notice by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right shall, in writing, either acknowledge or deny its obligations to assume the defense thereof indemnify and the reasonable expenses of such counsel defend under this Article X, which response shall be final and irrevocable; provided that if the Indemnifying Party shall fail to timely deny its obligations to so indemnify and defend, it shall be deemed to have irrevocably acknowledged its obligation to so indemnify and defend unless such delay does not prejudice the rights of the Indemnified Party. If the Indemnifying Party acknowledges (or is deemed to acknowledge) its obligations to indemnify and defend the Indemnified Party against the Third Party Claim, then the Indemnifying Party shall defend such Third Party Claim by all appropriate proceedings, which proceedings will be diligently prosecuted to a final conclusion or will be settled, at the expense discretion of the Indemnifying Party). Notwithstanding ; provided, however, that the foregoing, in no event shall an Indemnifying Party be required shall not enter into any settlement that imposes injunctive or other equitable relief against the Indemnified Party or does not fully and finally release the Indemnified Party from all Liability, unless consented to pay by the expenses of more than one (1) separate counselIndemnified Party. The Indemnified Party shall not pay will cooperate fully in such defense, including by making available to the Indemnifying Party all books, records and documents within the Indemnified Party’s control or settle any claim without that it can reasonably obtain relating to the prior written consent Third Party Claim, and all costs or expenses incurred by it at the request of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim; provided that, in such event, it shall waive any right to indemnity therefor paid by the Indemnifying Party. The Indemnified Party may, at the Indemnifying Party’s cost and expense, at any time to prevent default or protect its interests file any pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests due to the failure of the Indemnifying Party to diligently defend such Third Party Claim. The Indemnified Party, at its expense, may participate in, but not control, any defense or settlement of any Third Party Claim conducted by the Indemnifying Party pursuant to this Section 10.4(a). Notwithstanding anything herein to the contrary, the Indemnifying Party shall not, except with not be entitled to assume control of such defense (unless otherwise agreed to in writing by the consent Indemnified Party) and shall pay the fees and expenses of counsel retained by the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), enter into any settlement unless if (i) such settlement includes as an unconditional term thereof the giving by the Person claim for indemnification relates to or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability arises in connection with respect to such claim and any criminal or quasi-criminal Action, indictment, allegation or investigation; (ii) the only claim seeks an injunction or equitable relief imposed against such the Indemnified Party; (iii) the Indemnified Party is the payment has been advised by counsel that a reasonable likelihood exists of monetary damages which are paid by a conflict of interest between the Indemnifying Party and the Indemnified Party; or (iv) the Indemnifying Party failed or is failing to vigorously prosecute or defend such claim.

Third Party Claims. (i) If a any claim or action at Law solely for civil monetary damages is instituted or threatened in writing by a third party is made against an Indemnified PartyParty (each, and if such a “Third Party Claim”) with respect to which an Indemnified Party intends to seek indemnity claim indemnification for any Losses under this Section 15, then such Indemnified Party shall give written notice to each Indemnifying Party promptly, and in any event no later than fifteen (15) Business Days after it has knowledge of a written assertion of such claim or action from the third party, and shall not make any admissions or acceptances with respect thereto under this Article VIIIto such claim or action. The Indemnified Party shall use commercially reasonable efforts to supply the Indemnifying Party with all material information and documents as the Indemnified Party has in its possession regarding such claim (including court papers), together with all material information that the Indemnified Party has in its possession regarding the amount of the Loss that the Indemnified Party asserts it has sustained or incurred, and shall provide reasonable access to the Indemnifying Party to inspect such other records and books in the possession of the Indemnified Party and relating to the Third Party Claim and asserted Loss as the Indemnifying Party shall reasonably request. (ii) Except as otherwise provided herein, the Indemnifying Party shall have the right to conduct and control, at its own expense, through counsel of its choosing and reasonably satisfactory to the Indemnified Party, shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas the defense of a Third Party Claim so long as the Indemnifying Party notifies the Indemnified Party (Atlas or APL, as the case may be, the “Indemnifying Party”), of such claims. The failure to provide such notice shall not result in a waiver of any right to indemnification hereunder except to the extent that the Indemnifying Party is actually materially prejudiced by has agreed to indemnify the Indemnified Party for the entire amount of such failureThird Party Claim within twenty (20) Business Days after its receipt of the initial notice of the Third Party Claim or such earlier time as may be necessary to respond timely to such Third Party Claim. The Indemnifying Party shall have 30 days after receipt be liable for the fees and expenses of such notice counsel employed by the Indemnified Party (A) for any period during which the Indemnifying Party (I) has failed to elect assume the control and defense of any Third Party Claim in accordance with the provisions of this Agreement or (II) has failed to undertake, conduct and control, through counsel of its own choosing and at its own expense, notify the settlement or defense thereof (provided Indemnified Party that the Indemnifying Party acknowledges in writing its obligation has agreed to indemnify the Indemnified Party as provided in respect the first sentence of this Section 15(e)(ii) or (B) if the Indemnified Party assumes the control and defense of any Third Party Claim as provided in the next sentence. If the Indemnifying Party does not expressly elect to assume the control and defense of such claim)Third Party Claim or does not expressly agree to indemnify the Indemnified Party within the twenty (20) Business Day period described above in this Section 15(e)(ii) and otherwise in accordance with this Section 15, and then the Indemnified Party shall cooperate with it in connection therewithhave the right to assume the control and defense of and to settle such Third Party Claim (which settlement shall be subject to the approval of the Indemnifying Party, such approval not to be unreasonably withheld, conditioned or delayed). Notwithstanding If the foregoingIndemnifying Party assumed the defense of such Third Party Claim, an the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the sole expense of the Indemnified Party unless (A) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party’s expense if Party or (B) the named parties to any such proceeding the Third Party Claim (including any impleaded parties) include both such the Indemnified Party and the Indemnifying Party, and such counsel to the Indemnified Party shall have been advised reasonably determines that representation by counsel that a conflict to the Indemnifying Party of interest is likely to exist if both the same counsel were to represent such Indemnified Party and the Indemnifying Party may present such counsel with a conflict of interest. (in which case, if such Indemnified Party notifies iii) If the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume assumes the defense thereof and the reasonable expenses of such counsel shall be at the expense of the Indemnifying Party). Notwithstanding the foregoing, in no event shall an Indemnifying a Third Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay or settle any claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoingClaim, the Indemnified Party shall have the right to pay or settle any such claim; provided thatshall, in such event, it shall waive any right to indemnity therefor by at the Indemnifying Party. ’s expense, cooperate with the Indemnifying Party to the fullest extent possible in regard to all matters relating to the Third Party Claim, including access to the books and records of the Indemnified Party, and, if necessary, providing the Indemnifying Party and its counsel with any powers of attorney or other documents required to permit the Indemnifying Party and its counsel to act on behalf of the Indemnified Party. (iv) The Indemnifying Party shall not, except with the consent of without the Indemnified Party Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), enter into any pay, settle or compromise a Third Party Claim unless such settlement unless (i) such settlement includes as an unconditional term thereof written release of the giving by the Person or Persons asserting such claim to all Indemnified Parties an unconditional release Party from all liability with and obligations in respect to of such claim and Third Party Claim, (ii) does not subject the only relief imposed against such Indemnified Party is the payment of to any equitable remedy or to any monetary damages which are Loss that will not be promptly paid by the Indemnifying Party or any consent order, decree or injunctive relief or other equitable remedy, and (iii) does not include a finding, statement or admission of fault, culpability or failure to act by the Indemnified Party.

Third Party Claims. If a (i) In the case of any claim asserted by a third party is made (a “Third Party Claim”) against an a Person entitled to indemnification under this Agreement (the “Indemnified Party”), and if such notice shall be given by the Indemnified Party intends to seek indemnity with respect thereto under this Article VIII, such Indemnified Party, shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas Indemnified Party the party required to provide indemnification (Atlas or APL, as the case may be, the “Indemnifying Party”)) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought (x) describing in reasonable detail the specific matter that constitutes the basis for such Third Party Claim, the facts known to the Indemnified Party constituting or giving rise to such Third Party Claim, and stating that Losses exist and the amount or good faith estimate of the Losses from such Third Party Claim, (y) specifying in reasonable detail the individual items of such claims. The failure Losses included in the amount so stated, and (z) providing such documents and other information with respect to provide such notice shall not result Third Party Claim and Losses as are in a waiver the possession of any right to indemnification hereunder except or reasonably available to the extent Indemnified Party so that the Indemnifying Party is actually materially prejudiced by may assess such failureThird Party Claim. The Indemnifying Party shall have 30 days after receipt of such notice to elect to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof (provided that If the Indemnifying Party acknowledges in writing its obligation provides a written notice to indemnify the Indemnified Party in respect within ten (10) days after its receipt of notice of such claimclaim that it will indemnify and hold the Indemnified Parties harmless from all Losses related to such Third Party Claim (subject to any applicable limitations specified herein, including those in Section 6.5), and the Indemnified Party shall cooperate with it in connection therewith. Notwithstanding the foregoing, an Indemnified Party shall have the right to employ separate counsel at the Indemnifying Party’s expense if the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and permit the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the such Indemnifying Party, the Indemnifying Party shall not have the right ) to assume the defense thereof and the reasonable expenses of such Third Party Claim or any Legal Proceeding with a third party resulting therefrom; provided, however, that: (A) the counsel shall be at the expense of the Indemnifying Party). Notwithstanding the foregoing, in no event shall an Indemnifying Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay or settle any claim without the prior written consent of for the Indemnifying Party (which consent who shall conduct the defense of such claim or litigation shall be subject to the approval of the Indemnified Party, not to be unreasonably withheld, conditioned or delayed; (B) the Indemnified Party may participate in such defense at such Indemnified Party’s expense (such expense to be borne by the Indemnified Party only at such times during which the Indemnifying Party has properly assumed and maintained such defense); and (C) except as otherwise provided in this Agreement, the failure by any Indemnified Party to give notice of a Third Party Claim to the Indemnifying Party as provided in this Agreement shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement (or affect such indemnification obligations), except and only to the extent that, as a result of such failure to give notice, the defense against such claim is materially impaired. (ii) Except with the prior written consent of the Indemnified Party, not to be unreasonably withheld, no Indemnifying Party shall consent or agree to any settlement or entry of any judgment or Order. Without limiting the generality of the immediately preceding sentence, if an Indemnifying Party consents or agrees to any settlement or entry of any judgment or Order in contravention of this Agreement, no amounts paid in connection therewith shall be included with respect to the Cap. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim; provided that, in such event, it shall waive any right to indemnity therefor by the Indemnifying Party. The Indemnifying Party shall not, except with the prior written consent of the Indemnified Party (which consent shall Party, not to be unreasonably withheld, conditioned or delayed), no Indemnifying Party, in the defense of any Third Party Claim, shall consent or agree to any settlement or entry of any judgment or Order or enter into any settlement unless that: (iA) such settlement includes a finding or admission of any Breach of Law or the rights of any Person; (B) does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party and its Affiliates of a general release (without payment by, or cost or expense to, or adverse impact upon, the Person Indemnified Party) relating to such Third Party Claim; or Persons asserting (C) that does not provide for the Indemnifying Party to fully pay and discharge all Liabilities directly or indirectly relating to the applicable Third Party Claims (subject to the Indemnified Party’s liability for amounts equal to the Basket, if applicable). In the event the Indemnified Party fails to accept any settlement offer proposed by the Indemnifying Party (x) that satisfies all of the conditions set forth in the immediately preceding sentence (including not containing the items listed in clauses (A) through (C) of such claim to all Indemnified Parties an unconditional release from all liability sentence), (y) that only involves monetary damages and (z) which is accepted by the opposing party or its counsel with respect to any Third Party Claim, any such claim and amounts ultimately payable with respect thereto in excess of such settlement offer (iiincluding if such Third Party Claim is ultimately settled for an amount in excess of the rejected settlement offer, any defense costs subsequent to the rejection of such settlement offer) the only relief imposed against such Indemnified Party is the payment of monetary damages which are shall be paid by the Indemnified Party. (iii) Notwithstanding anything in this Agreement to the contrary, the Indemnifying Party shall not be entitled to assume or maintain control of the defense against a Third Party Claim if: (A) the claim for indemnification relates to or arises in connection with any criminal or quasi criminal proceeding, action, indictment, allegation, or investigation; (B) the claim seeks, as a material part thereof, any material injunction, specific performance, or any other material equitable or non-monetary relief against the Indemnified Party; (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party or that there are legal defenses available to the Indemnified Party and the Indemnifying Party which differ; (D) Liability for claims under Section 6.1(a) which, after taking into account any applicable limitations specified herein (including those in Section 6.5) are reasonably likely to result in liability to the Indemnified Parties which exceeds the liability of the Indemnifying Party.; (E) the party bringing the claim is (x) a customer, vendor or supplier of the Indemnified Party, (y) such customer, vendor or supplier is listed or required to be listed in Section 2.21(a) or Section 2.21(b) of the Disclosure Schedule and (z) the claim alleges, or could reasonably be expected to allege, damages in a dollar amount equal to or in excess of ten percent (10%) of the dollar amount of sales or purchases by or from such customer, vendor or supplier during the 12-month period ended April

Third Party Claims. If (a) In order for a party hereto eligible to be indemnified hereunder (an "Indemnified Party") to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person or entity against the Indemnified Party (a third party is made against an Indemnified Party"Third Party Claim"), and if such Indemnified Party intends must notify the parties obligated to seek indemnity with respect thereto under this Article VIIIprovide indemnification pursuant to Section 12.1 or 12.2 hereof (each, an "Indemnifying Party") in writing, and in reasonable detail, of the Third Party Claim within 30 business days after receipt by such Indemnified PartyParty of written notice of the Third Party Claim; provided, shall promptly notify Atlashowever, if an APL Indemnified Party, or APL, if an Atlas Indemnified Party (Atlas or APL, as the case may be, the “Indemnifying Party”), of such claims. The that failure to provide give such notice notification shall not result in a waiver of any right to affect the indemnification provided hereunder except to the extent that the Indemnifying Party is shall have been actually materially prejudiced by as a result of such failure. Such notice shall state the nature and the basis of such claim and a reasonable estimate of the amount thereof. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five business days after the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. (b) The Indemnifying Party shall have 30 days after receipt of such notice right to elect to undertakedefend and settle, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof expense and by its own counsel (provided that such counsel is not reasonably objected to by the Indemnified Party), any Third Party Claim as the Indemnifying Party acknowledges pursues the same in writing its obligation good faith and diligently and so long as the Third Party Claim does not relate to indemnify an actual or potential Loss to which Section 12.3(e) applies. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party in respect of such claim)its intention to do so, and the Indemnified Party shall cooperate with it in connection therewith. Notwithstanding the foregoing, an Indemnified Party shall have the right to employ separate counsel at the Indemnifying Party’s expense if the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (and its counsel in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable expenses of such counsel in any settlement thereof. Such cooperation shall be at the expense of the Indemnifying Party). Notwithstanding the foregoinginclude, in no event shall an Indemnifying Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party but shall not pay or settle any claim without the prior written consent of be limited to, furnishing the Indemnifying Party (which consent shall not be unreasonably withheldwith any books, conditioned records or delayed)information reasonably requested by the Indemnifying Party that are in the Indemnified Party's possession or control. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay participate in any matter through counsel of its own choosing at its own expense (unless there is a conflict of interest that prevents counsel for the Indemnifying Party from representing the Indemnified Party, in which case the Indemnifying Party will reimburse the Indemnified Party for the expenses of its counsel). After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such claim; provided thatasserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such eventasserted liability, it shall waive any right except to indemnity therefor the extent such participation is requested by the Indemnifying Party. The , in which event the Indemnified Party shall be reimbursed by the Indemnifying Party shall notfor reasonable additional legal expenses and out-of-pocket expenses, and except in the case of a Third Party Claim relating to an actual or potential Loss to which Section 12.3(e) applies in which the Indemnified Party. (c) No Indemnifying Party shall, in the defense of any Third Party Claim, consent to entry of any judgment (other than a judgment of dismissal on the merits without costs) or enter into any settlement, except with the written consent of the Indemnified Party (Party, which consent shall does not be unreasonably withheld, conditioned or delayed), enter into any settlement unless (i) such settlement includes include as an unconditional term thereof the giving by the Person claimant or Persons asserting such claim the plaintiff to all the Indemnified Parties an unconditional Party of a release from all liability with in respect to of such claim and or matter. (iid) If the only relief imposed Indemnifying Party does not assume the defense of any Third Party Claim, then the Indemnified Party may defend against such Indemnified Third Party is Claim in such manner as it deems appropriate at the payment expense of monetary damages which are paid by the Indemnifying Party. (e) Notwithstanding anything to the contrary in this Article 12, if at any time, in the reasonable opinion of UniCapital, Newco or the Surviving Corporation (notice of which opinion shall be given in writing to the Indemnifying Party), any Third Party Claim seeks material prospective relief which could have an adverse effect on any such Indemnified Party or any subsidiary, then such Indemnified Party shall have the right to control or assume (as the case may be) the defense of any such Third Party Claim and the amount of any judgment or settlement and the reasonable costs and expenses of defense (including, but not limited to, fees and disbursements of counsel and experts, as well as any sampling, testing, investigation, removal, treatment or remediation undertaken by UniCapital, Newco or the Surviving Corporation and all counseling or engineering fees and expenses related thereto) shall be included as part of the indemnification obligations of the Indemnifying Party hereunder. If the Indemnified Party elects to exercise such right, then the Indemnifying Party shall have the right to participate in, but not control, the defense of such Third Party Claim at the sole cost and expense of the Indemnifying Party.

Third Party Claims. If a (i) In the event that any Action shall be instituted or that any claim or demand shall be asserted by a any third party is made against an Indemnified Partyin respect of which indemnification may be sought under Section 10.2 (a “Third Party Claim”), and if such the Indemnified Party intends shall promptly deliver a Claim Notice to seek indemnity the Indemnifying Party of the assertion of any Third Party Claim of which it has knowledge which is covered by this indemnity. The failure of the Indemnified Party to reasonably deliver a Claim Notice in respect of any Third Party Claim shall not release, waive or otherwise affect the Indemnifying Party’s obligations with respect thereto under this Article VIII, such Indemnified Party, shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas Indemnified Party (Atlas or APL, as the case may be, the “Indemnifying Party”), of such claims. The failure to provide such notice shall not result in a waiver of any right to indemnification hereunder except to the extent that the Indemnifying Party is actually shall have been materially prejudiced by such failure. . (ii) The Indemnifying Party shall have 30 the right to conduct (at the Indemnifying Party’s expense) the defense of a Third Party Claim with counsel reasonably satisfactory to the Indemnified Party, upon delivery of notice to such Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of such notice to elect to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof (Claim Notice; provided that the Defense Notice shall specify the counsel the Indemnifying Party acknowledges in writing its obligation will appoint to indemnify the Indemnified defend such Third Party in respect of such claim), and the Claim. The Indemnified Party shall be entitled to be indemnified for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (i) such Indemnified Party will reasonably cooperate with it and make available to the Indemnifying Party such assistance as the Indemnifying Party may reasonably request in connection therewith. Notwithstanding the foregoingdefense of such Third Party Claim, an all at the sole expense of the Indemnifying Party, (ii) the Indemnified Party shall have the right at its sole expense to employ separate counsel at participate in the Indemnifying Party’s expense if the named parties to any such proceeding defense (including any impleaded partiesdiscussions or negotiations in connection with the settlement, adjustment or compromise) include both of such Third Party Claim assisted by counsel of its own choosing, (iii) the Indemnifying Party shall deliver to the Indemnified Party, reasonably in advance so as to provide the Indemnified Party a reasonable opportunity to review and comment, copies of all pleadings, notices, offers of settlement and non-privileged communications with respect to such Third Party Claim and (iv) the Indemnifying Party shall keep the Indemnified Party reasonably apprised of developments with respect to such Third Party Claim and the defense thereof. (iii) Notwithstanding the foregoing, the Indemnifying PartyParty shall not be entitled to control the defense of any Third Party Claim if: (A) such claim for indemnification is with respect to an Action by a Governmental Authority with respect to Taxes of Seller or Seller Parent, and such (B) the applicable Indemnified Party shall have has been advised by counsel that a material conflict of interest is likely to exist if exists between the same counsel were to represent Indemnifying Party and such Indemnified Party and with respect to such Third Party Claim, (C) the Indemnifying Party has failed to deliver the Defense Notice or is failing to adequately prosecute or defend such Third Party Claim, or (in which case, if D) such Third Party Claim seeks (1) an injunction or other equitable relief against such Indemnified Party, (2) involves criminal or quasi criminal allegations, or (3) involves a claim in an amount which, together with previous and pending claim amounts, would exceed the Maximum Cap. In the event that (x) outside counsel to the Indemnified Party notifies shall in good faith determine that there are one or more legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party in writing and that it elects to employ separate counsel at the expense of are not thereafter asserted by the Indemnifying Party on the Indemnified Party’s behalf or (y) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of one law firm to the Indemnified Party. If the Indemnifying Party elects not have the right to compromise or defend such Third Party Claim, fails to timely deliver a Defense Notice as provided in this Agreement, or is not entitled to assume the defense thereof and under the reasonable expenses terms of such counsel shall be at this Agreement, then the expense of the Indemnifying Party). Notwithstanding the foregoing, in no event shall an Indemnifying Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay or settle may pay, settle, compromise and defend such Third Party Claim and seek indemnification for any claim and all Losses to the extent indemnifiable pursuant to this Article X. If an Indemnified Party settles a Third Party Claim without the prior written consent of the applicable Indemnifying Party (which such consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim; provided that, in such event, it shall waive any right to indemnity therefor by the Indemnifying Party. The Indemnifying Party shall not, except with the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), enter into any settlement unless (i) then such settlement includes as an unconditional term thereof shall not be determinative of the giving by amount or existence of Losses for which the Person Indemnifying Party is liable hereunder; provided that, in no event shall the Indemnifying Party be liable for any amount in excess of the Losses awarded or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability agreed upon with respect to such claim and (ii) settlement. If the only relief imposed against Indemnifying Party assumes the defense of an Action, no compromise or settlement of such Indemnified Party is the payment of monetary damages which are paid claims may be effected by the Indemnifying Party without the Indemnified Party’s consent unless (1) there is no finding or admission of any violation of any Law or order of any Governmental Authority or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Party, and (2) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and (3) the Indemnified Party will have no liability or obligation with respect to any compromise or settlement of such claims effected without its consent, and such compromise or settlement provides for a complete, unconditional release in customary form from all obligations and liabilities of the Indemnified Party with respect to such claim.

Third Party Claims. If (i) In order for a party to be entitled to any indemnification provided for under this Article VIII (the “Indemnified Party”) in respect of a claim by a third party is made against an the Indemnified PartyParty by any Person who is not a party to this Agreement (a “Third-Party Claim”), and if such Indemnified Party intends to seek indemnity with respect thereto under this Article VIII, such Indemnified Party, shall promptly must notify Atlas, if an APL Indemnified Party, or APL, if an Atlas Indemnified Party the indemnifying party hereunder (Atlas or APL, as the case may be, the “Indemnifying Party”)) in writing of the Third-Party Claim promptly following receipt by such Indemnified Party of notice of the Third-Party Claim, describing in reasonable detail the facts and circumstances with respect to the subject matter of such claims. The claim; provided that failure to provide give such notice notification shall not result in a waiver of any right to affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, promptly following the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Party Claim, other than those notices and documents separately addressed to the Indemnifying Party. (ii) The Indemnifying Party will have the right to defend against, negotiate, settle or otherwise deal with any Third-Party Claim which relates to any Losses indemnifiable hereunder and to select counsel of its choice; provided, however, that the Indemnifying Party is actually materially prejudiced by such failureshall only be entitled to defend against, negotiate, settle or otherwise deal with any Third-Party Claim if the claim does not relate to any criminal proceeding, action, indictment, allegation or investigation brought against the Business or the Transferred Assets. The If the Indemnifying Party shall have 30 days after (i) does not within 20 Business Days of its receipt of such notice of a Third-Party Claim pursuant to Section 8.3(a)(i) elect to undertakedefend against or negotiate any Third-Party Claim which relates to any Losses indemnifiable hereunder, conduct and control, through counsel or (ii) after assuming such control (A) does not within 180 days of its own choosing and receipt of notice of a Third-Party Claim pursuant to Section 8.3(a)(i) acknowledge in writing its indemnification obligations pursuant to this Agreement with respect to such Third-Party Claim or (B), fails to diligently defend against such Third-Party Claim in good faith, then the applicable Indemnified Party may defend against, negotiate, settle or otherwise deal with such Third-Party Claim with counsel reasonably acceptable to the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third-Party Claim, the applicable Indemnified Party may participate, at its own expense, in the settlement or defense thereof (provided of such Third-Party Claim, provided, however, that if an actual conflict of interest makes representation of the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in respect of such claim), and the Indemnified Party by the same counsel inappropriate, then the Indemnified Party may, upon written notice to the Indemnifying Party, engage separate counsel, and the reasonable fees and expenses of such separate counsel shall cooperate with it in connection therewith. Notwithstanding be borne by the foregoingIndemnifying Party to the extent the Third Party Claim is indemnifiable hereunder. (iii) If the Indemnifying Party chooses to defend or prosecute a Third-Party Claim, an the Indemnified Party shall have (and shall cause the right applicable Indemnified Parties to) cooperate in the defense or prosecution thereof and make available to employ separate counsel the Indemnifying Party, at the Indemnifying Party’s expense if expense, all witnesses, pertinent records, materials and information in the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party, and such . If the Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent defending or prosecuting such Indemnified Third-Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying PartyClaim, the Indemnifying Party shall not have (and shall cause the right to assume applicable Indemnified Parties to) cooperate in the defense or prosecution thereof and make available to the reasonable expenses of such counsel shall be Indemnified Party, at the expense of the Indemnifying Party)’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. Notwithstanding If the foregoing, in no event shall an Indemnifying Party chooses to defend or prosecute a Third-Party Claim, no such Third-Party Claim may be required to pay settled, compromised or discharged by the expenses of more than one (1) separate counsel. The Indemnified Indemnifying Party shall not pay or settle any claim without the prior written consent of the Indemnifying Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim; provided that, in such event, it shall waive any right to indemnity therefor by the Indemnifying Party. The Indemnifying Party shall not, except with the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned withheld or delayed), enter into unless any settlement unless such settlement, compromise or discharge (i) obligates the Indemnifying Party (or its Affiliates) to pay the full amount of the Liability in connection with such settlement includes as an unconditional term thereof the giving by the Person Third-Party Claim, (ii) imposes no injunctive or Persons asserting such claim to other equitable relief against any Indemnified Party and (iii) unconditionally releases all Indemnified Parties an unconditional release from all further liability in respect of such Third-Party Claim. If the Indemnifying Party elects not to assume the defense of a Third-Party Claim, fails to acknowledge in writing its indemnification obligations pursuant to this Agreement with respect to such claim and (iiThird-Party Claim within the time period set forth in Section 8.3(a)(ii) the only relief imposed or fails to diligently defend against such Third-Party Claim in good faith the Indemnified Parties may settle, compromise or discharge, such Third-Party is the payment of monetary damages which are paid Claim in its sole discretion. (iv) Any Third-Party Claim relating to Taxes shall be governed by the Indemnifying PartySection 5.14(f).

Third Party Claims. If (a) In the event that any Purchaser Indemnitee desires to make a claim against the Seller or any Seller Indemnitee desires to make a claim against the Purchaser, the Company or Elmwood (such Purchaser Indemnitee or Seller Indemnitee an “Indemnified Party”) under Section 9.2 in connection with any action, suit, proceeding or demand at any time instituted against or made upon the Indemnified Party by a any third party is made against an for which the Indemnified PartyParty may seek indemnification hereunder (a “Third Party Claim”), and if such Indemnified Party intends to seek indemnity with respect thereto under this Article VIII, such Indemnified Party, shall promptly notify Atlasin writing (i) in the case of a claim under Section 9.2(a) or 9.2(b) (except with respect to the Photocircuits Bankruptcy Complaint, if an APL Indemnified Partyin which case no notice shall be required), the Seller, or APL, if an Atlas Indemnified Party (Atlas or APL, as ii) in the case may beof a claim under Section 9.2(c), the “Purchaser (in each case, an ‘Indemnifying Party”), ) of such claims. The Third Party Claim and of the Indemnified Party’s claim of indemnification with respect thereto, provided, however, that the failure to provide such notice so notify shall not result in a waiver relieve the Indemnifying Party(ies) of any right to indemnification hereunder their obligations hereunder, except to the extent that the Indemnifying Party is actually Party(ies) are materially prejudiced by such failure. The Indemnifying Party Party(ies) shall have 30 days after receipt of such notice to notify such Indemnified Party if the applicable Indemnifying Party(ies) have elected to assume the defense of such Third Party Claim (except with respect to the Photocircuits Bankruptcy Claim for which Seller has hereby elected to assume defense). If the applicable Indemnifying Party(ies) elect to undertakeassume the defense of such Third Party Claim, such Indemnifying Party(ies) shall be entitled at their own expense to conduct and control, control the defense and settlement of such Third Party Claim through counsel of its their own choosing and at its own expenseon behalf of the applicable Indemnified Party. If the Indemnifying Party(ies) fail to notify the Indemnified Party, the settlement or defense thereof (provided within 30 days after receipt of notice of a Third Party Claim that the applicable Indemnifying Party acknowledges in writing its obligation Party(ies) have elected to indemnify assume the Indemnified Party in respect defense of such claim)Third Party Claim, and the Indemnified Party shall cooperate with it in connection therewith. Notwithstanding be entitled to assume the foregoing, an Indemnified defense of such Third Party shall have the right to employ separate counsel at the Indemnifying Party’s expense if the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel Claim at the expense of the applicable Indemnifying PartyParty(ies), provided, however, that the Indemnifying Indemnified Party shall may not have compromise or settle any Third Party Claim without the right to assume the defense thereof and the reasonable expenses of such counsel shall be at the expense consent of the Indemnifying Party). Notwithstanding the foregoing, in no event shall an Indemnifying Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party which consent shall not pay be unreasonably withheld. (b) Any compromise, settlement or settle offer of settlement of any claim without Third Party Claim shall require the prior written consent of the Indemnifying Party (Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoingUnless such consent is obtained, the Indemnified Party applicable Indemnifying Party(ies) shall have continue the right to pay or settle any defense of such claim; provided thatprovided, however, that if any Indemnified Party refuses its consent to a bona fide offer of settlement that the applicable Indemnifying Party(ies) wish to accept and that involves no payment of money by such Indemnified Party, and further involves no limitation on the future operation of the business, assets or property of the Company, and that releases such Indemnified Party from all liability in connection with such claim, the applicable Indemnifying Party(ies) may reassign the defense of such claim to such Indemnified Party, who may then continue to pursue the defense of such matter, free of any participation by the Indemnifying Party(ies), at the sole cost and expense of such Indemnified Party. In such event, it the obligation of the applicable Indemnifying Party(ies) with respect thereto shall waive any right not exceed the amount of the offer of settlement that such Indemnified Party refused to indemnity therefor by accept plus the costs and expenses of such Indemnified Party prior to the date such Indemnifying Party(ies) notified such Purchaser Indemnitee of the offer of settlement. (c) If the Indemnifying Party. The Party makes any payment on any Third Party Claim, the Indemnifying Party shall notbe subrogated, except with to the consent extent of such payment, to all rights and remedies of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned to any insurance benefits or delayed), enter into any settlement unless (i) such settlement includes as an unconditional term thereof other claims of the giving by the Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability Party with respect to such claim and (ii) the only relief imposed against such Indemnified Third Party is the payment of monetary damages which are paid by the Indemnifying PartyClaim.

Third Party Claims. (a) If a claim by a any third party is made will notify an Indemnified Party with respect to any matter (a “Third Party Claim”) which may give rise to an indemnification claim against an Indemnified PartyIndemnifying Party under this Section 7, and if such then the Indemnified Party intends will promptly give written notice to seek indemnity with respect thereto the Indemnifying Party; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party will relieve the Indemnifying Party from any obligation under this Article VIIISection 7, such Indemnified Party, shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas Indemnified Party (Atlas or APL, as the case may be, the “Indemnifying Party”), of such claims. The failure to provide such notice shall not result in a waiver of any right to indemnification hereunder except to the extent such delay actually and materially prejudices the Indemnifying Party. (b) The Indemnifying Party will be entitled to assume control of the defense of any Third Party Claim that is the subject of a notice given by the Indemnified Party pursuant to Section 7.6(a) and shall be entitled to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party gives written notice to the Indemnified Party within fifteen days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party is actually materially prejudiced by such failure. The Indemnifying Party shall have 30 days after receipt of such notice to elect to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof (provided that the Indemnifying Party acknowledges in writing its obligation to will indemnify the Indemnified Party in respect from and against the entirety of such claim), any and all Losses the Indemnified Party shall cooperate with it in connection therewith. Notwithstanding may suffer resulting from or arising out of the foregoingThird Party Claim, (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have the right to employ separate counsel at the Indemnifying Party’s expense if the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have has not been advised by counsel that a an actual or potential conflict of interest is likely to exist if exists between the same counsel were to represent such Indemnified Party and the Indemnifying Party in connection with the defense of the Third Party Claim, (iv) the Third Party Claim does not relate to or otherwise arise in which case, if such Indemnified Party notifies connection with any criminal or regulatory enforcement action and (v) the Indemnifying Party can demonstrate to the reasonable satisfaction of the Indemnified Party its ability to pay for the entirety of all the potential Losses in writing that it elects relation to employ the Third Party Claim, subject to the limitations set forth in Section 7.3. The Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the expense defense of the Third Party Claim; provided, however, that the Indemnifying Party will pay the fees and expenses of separate co-counsel retained by the Indemnified Party that are incurred prior to Indemnifying Party’s assumption of control of the defense of the Third Party Claim. (c) The Indemnifying Party will not consent to the entry of any judgment or enter into any compromise or settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, unless such judgment, compromise or settlement (i) provides for the payment by the Indemnifying Party of money as sole relief for the claimant, (ii) results in the full and general release of the Buyer Indemnified Persons or Seller Indemnified Persons, as applicable, from all liabilities arising or relating to, or in connection with, the Third Party Claim and (iii) involves no finding or admission of any violation of Legal Requirements or the rights of any Person and no negative effect on any other claims that may be made against the Indemnified Party. (d) If the Indemnifying Party does not deliver the notice contemplated by the first clause of Section 7.5(b) within 15 days after the Indemnified Party has given notice of the Third Party Claim, (i) the Indemnified Party may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim in any manner it may deem appropriate and (ii) the Indemnifying Party shall be entitled to participate in (but not have the right to assume control) the defense thereof and the reasonable expenses of such counsel shall be action, at its own expense, provided that, the expense of the Indemnifying Party). Notwithstanding the foregoing, in no event shall an Indemnifying Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay settle or settle any claim compromise such Third Party Claim without the prior written consent of the Indemnifying Party (Party, which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, unless the Indemnified Party shall have the right to pay or settle any such claim; provided that, in such event, it shall waive any right to indemnity therefor by notified the Indemnifying Party. The Party of the suit pursuant to clause (i) of Section 7.5(b) and the Indemnifying Party shall not, except have failed to taken control of such suit in accordance with this Section 6.5(b). In the consent of event that the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayedconducts the defense of the Third Party Claim pursuant to this Section 7.5(d), enter into any settlement unless the Indemnifying Party will (i) such settlement includes as an unconditional term thereof advance the giving by Indemnified Party promptly and periodically upon request for the Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability with respect to such claim costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses) and (ii) remain responsible for any and all other Losses that the only relief imposed against such Indemnified Party is may incur or suffer resulting from or arising out of the payment of monetary damages which are paid by Third Party Claim to the Indemnifying Partyfullest extent provided in this Section 7.

Third Party Claims. If a claim by a third party Third Party (a "Third Party Claim") is made against an a member of the Issuer Indemnity Group or Seller Indemnity Group (as applicable, the "Indemnified Party, ") and if such Indemnified Party intends to seek indemnity with respect thereto under this Article VIIIARTICLE 5, such Indemnified Party, Party shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas the Party which the Indemnified Party asserts is obligated to indemnify the Indemnified Party pursuant to this ARTICLE 5 (Atlas or APL, as the case may be, the “"Indemnifying Party”), ") of such claims. The failure to provide claim in writing setting out in reasonable detail a description of the facts underlying such notice shall not result in Third Party Claim and enclosing a waiver copy of any right to indemnification hereunder except all papers (if any) served with respect to the extent that the Indemnifying Third Party is actually materially prejudiced by such failureClaim. The Indemnifying Party shall have 30 days after receipt of such notice to elect notify the Indemnified Party that it will, and to commence to, undertake, conduct conduct, and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof (provided that the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in respect of such claim), and the Indemnified Party shall cooperate with it in connection therewith. Notwithstanding the foregoing, an Indemnified Party shall have the right to employ separate counsel at the Indemnifying Party’s expense if the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing connection therewith; provided that it elects the Indemnifying Party shall permit the Indemnified Party to employ separate participate in (but not control) such settlement or defense through counsel chosen by such Indemnified Party at the expense of such Indemnified Party; provided, further that, to the extent that the Indemnified Party reasonably appears to have defenses available to it that are different from or additional to those available to the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable expenses assertion of such different or additional defenses by such counsel shall be at the expense of the Indemnifying Party. So long as the Indemnifying Party, at its own cost and expense, (a) has within such 30 days notified the Indemnified Party that it will, and has commenced to, undertake the defense of, and has agreed to assume full responsibility for (subject to the terms and limitations contained in this ARTICLE 5). Notwithstanding , all Covered Liabilities allocated to it under this Agreement with respect to such Third Party Claim, (b) is reasonably contesting such Third Party Claim in good faith by appropriate Proceedings timely initiated and diligently conducted or is reasonably attempting to settle such Third Party Claim, and (c) has taken such action (including the foregoingposting of a bond, in no event shall an Indemnifying deposit, or other security) as may be necessary, if applicable, to prevent foreclosure of a lien against or attachment of the property of the Indemnified Party be required to pay for payment of such Third Party Claim, the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay or settle any such claim and the Indemnifying Party shall have full control of such defense and Proceedings, including any compromise or settlement thereof (unless the compromise or settlement includes the payment of any amount by, the performance of any obligation by, or the limitation of any material right or benefit of, the Indemnified Party, in which event such settlement or compromise shall not be effective without the prior written consent of the Indemnifying Party (Indemnified Party, which consent shall not be unreasonably withheld, conditioned withheld or delayed). Notwithstanding compliance by the foregoingIndemnifying Party with the preceding sentence, the Indemnified Party shall have the right to pay or settle any such claimThird Party Claim; provided that, if the Indemnifying Party is in material compliance with the preceding sentence at the time of such eventpayment or settlement by the Indemnified Party, then the Indemnifying Party shall have no responsibility to make any payment or reimbursement with respect to such claim or the settlement thereof. If, within 30 days after the receipt of the Indemnified Party's notice of a claim of indemnity hereunder in respect of a Third Party Claim, the Indemnifying Party does not notify the Indemnified Party that the Indemnifying Party elects, at its cost and expense, to undertake the defense thereof and assume full responsibility for all Covered Liabilities allocated to it under this Agreement with respect to such Third Party Claim (subject to the terms and limitations contained in this ARTICLE 5), or if the Indemnifying Party gives such notice and thereafter fails to contest or attempt to settle such Third Party Claim in good faith or to take such action as may reasonably be necessary, if applicable, to prevent foreclosure of a lien against or attachment of the Indemnified Party's property as contemplated above, the Indemnified Party shall have the right to contest, settle, or compromise the claim but shall not thereby waive any right to indemnity therefor by the Indemnifying Party. The Indemnifying Party shall not, except with the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), enter into any settlement unless (i) such settlement includes as an unconditional term thereof the giving by the Person or Persons asserting such claim pursuant to all Indemnified Parties an unconditional release from all liability with respect to such claim and (ii) the only relief imposed against such Indemnified Party is the payment of monetary damages which are paid by the Indemnifying Partythis Agreement.

Third Party Claims. If The obligations and liabilities of a claim party from which indemnification is sought (an "Indemnifying Party") by a person or entity seeking indemnification (an "Indemnified Party") under this Section 4.10 with respect to claims resulting from the assertion of liability by third parties shall be subject to the following conditions: 4.10.3.1 The Indemnified Party shall give written notice to the Indemnifying Party of the nature of the assertion of liability by a third party and the amount thereof promptly after the Indemnified Party learns of such assertion. The foregoing notwithstanding, failure of an Indemnified Party to comply with its obligations under this Section 4.10.3 shall affect its right to indemnity only to the extent the Indemnifying Party demonstrates actual damage caused by such failure. 4.10.3.2 If any claim, action, suit or proceeding (an "Action") is made brought by a third party against an Indemnified Party, the Action shall be defended by the Indemnifying Party and such defense shall include all appeals or reviews which counsel for the Indemnifying Party shall deem appropriate. Until the Indemnifying Party shall have assumed the defense of any such Action, or if such the Indemnified Party intends shall have reasonably concluded that there are likely to seek indemnity with respect thereto under this Article VIII, such Indemnified Party, shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas be defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party (Atlas or APL, as in which case the case may be, Indemnifying Party shall not be entitled to assume the “Indemnifying Party”defense of such Action), of such claims. The failure to provide such notice all legal or other expenses reasonably incurred by the Indemnified Party shall not result in a waiver of any right to indemnification hereunder except be borne by the Indemnifying Party and shall be repaid to the extent Indemnifying Party by the Indemnified Party if it is finally determined that the Indemnifying Party is actually materially prejudiced was not liable or responsible for the claim underlying the Action. 4.10.3.3 In any Action initiated by such failure. The Indemnifying Party shall have 30 days after receipt of such notice to elect to undertake, conduct a third party and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof (provided that defended by the Indemnifying Party acknowledges in writing its obligation to indemnify Party, (a) the Indemnified Party in respect of such claim), and the Indemnified Party shall cooperate with it in connection therewith. Notwithstanding the foregoing, an Indemnified Party shall have the right to employ separate be represented by advisory counsel and accountants, at its own expense, (b) the Indemnifying Party’s expense if Party shall keep the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and fully informed as to the status of such Action at all stages thereof, whether or not the Indemnified Party is represented by its own counsel, (c) the Indemnified Party shall make available to the Indemnifying Party, and such its attorneys and accountants, all books and records of the Indemnified Party relating to such Action, and (d) the parties shall have been advised render to each other such assistance (including, without limitation, as contemplated by counsel that Section 4.6) as may be reasonably required for the proper and adequate defense of such Action. 4.10.3.4 In any Action initiated by a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party third party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of defended by the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable expenses make any settlement of such counsel shall be at the expense of the Indemnifying Party). Notwithstanding the foregoing, in no event shall an Indemnifying Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay or settle any claim without the prior written consent of the Indemnifying Party (Indemnified Party, which consent shall not be unreasonably withheld, conditioned withheld or delayed). Notwithstanding Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the Indemnified Party shall have the right to pay or settle any such claim; provided thatits assets, in such event, it shall waive any right to indemnity therefor by the Indemnifying Party. The Indemnifying Party shall not, except with the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned employees or delayed), enter into any settlement unless (i) such settlement includes as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability with respect to such claim and (ii) the only relief imposed against such Indemnified Party is the payment of monetary damages which are paid by the Indemnifying Partybusiness.

Third Party Claims. If (a) In order for an Acquiror Indemnified Party or a Company Indemnified Party (each, an “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a Loss or a claim or demand made by any person against the Indemnified Party (a third party is made against an Indemnified Party“Third Party Claim”), and if such Indemnified Party intends shall deliver notice thereof to seek indemnity with respect thereto under this Article VIIIthe Stockholder Representatives, such Indemnified Party, shall promptly notify Atlas, if an APL Indemnified Partyon behalf of the stockholders and optionholders of the Company, or APLto the Acquiror, if as applicable (the “Indemnifying Party”); provided, however, that no delay or failure on the part of an Atlas Indemnified Party (Atlas in notifying the Stockholder Representatives or APLthe Acquiror, as the case may be, the “shall relieve an Indemnifying Party”), of such claims. The failure to provide such notice shall not result in a waiver of any right to indemnification Party from its obligations hereunder except to the extent that unless the Indemnifying Party is actually thereby materially prejudiced by (and then solely to the extent of such failure. prejudice). (b) The Indemnifying Party shall have 30 days after receipt of such the right, upon written notice to elect to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof (provided that the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in respect within fifteen (15) days of such claim), and receipt of notice from the Indemnified Party shall cooperate with it in connection therewith. Notwithstanding of the foregoingcommencement of such Third Party Claim, an Indemnified Party shall have to assume the right to employ separate counsel at the Indemnifying Party’s expense if the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim within the time period set forth in this Section 8.5(b), the Indemnified Party shall have the sole right to assume the defense of and to settle such Third Party Claim. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable expenses of such counsel shall be at the expense of the Indemnifying Party). Notwithstanding the foregoingnot, in no event shall an Indemnifying Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay or settle any claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim; provided that, in such event, it shall waive any right to indemnity therefor by the Indemnifying Party. The Indemnifying Party shall not, except with the consent of the Indemnified Party (which consent shall not to be unreasonably withheld, conditioned or delayed), enter into any settlement unless (i) such settlement includes as an unconditional term thereof or compromise or consent to the giving by the Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability entry of any judgment with respect to such claim and Third Party Claim if such settlement, compromise or judgment (i) involves a finding or admission of wrongdoing, (ii) does not include an unconditional written release by the only relief imposed against such claimant or plaintiff of the Indemnified Party is from all liability in respect of such Third Party Claim or (iii) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of monetary money damages for which are paid by the Indemnifying PartyIndemnified Party will be indemnified hereunder.

Third Party Claims. If a claim (a) Promptly after the receipt by an Indemnified Party of notice of the commencement of any Action by a third party is made against an Indemnified Party(a “Third Party Claim”), and if such Indemnified Party intends to seek indemnity shall, if a claim with respect thereto under this Article VIII, such Indemnified is to be made against the Indemnifying Party, shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas give such Indemnifying Party written notice of such Third Party Claim in reasonable detail in light of the circumstances then known to such Indemnified Party (Atlas or APL, as the case may be, the a “Indemnifying PartyThird Party Claim Notice”); provided, that the failure of such claims. The failure the Indemnified Party to provide such notice shall not result in a waiver relieve the Indemnifying Party of any right its obligations hereunder, subject to indemnification hereunder the Claim Period not having expired, except to the extent that such failure to give notice shall prejudice any substantive defense available to the Indemnifying Party. (b) The Indemnifying Party shall be entitled to assume the defense of any Third Party Claim with counsel reasonably satisfactory to the Indemnified Party, at the Indemnifying Party’s sole expense; provided, the Indemnifying Party shall not be entitled to assume or continue control of the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Third Party Claim seeks an injunction or equitable relief against any Indemnified Party, (iii) the Indemnifying Party has failed to defend or is actually materially prejudiced by failing to defend in good faith the Third Party Claim, or (iv) the Indemnifying Party has not acknowledged that such failureThird Party Claim is subject to indemnification pursuant to this Article X, within thirty (30) days after receipt of a Third Party Claim Notice. The Indemnifying Party shall have 30 days after receipt of such notice to elect to undertakethe right, conduct and control, through counsel of its own choosing and at its own sole cost and expense, to monitor the settlement defense of any Third Party Claim, the defense of which it is not entitled to assume or defense thereof control pursuant to this Section 10.7. (provided that c) If the Indemnifying Party acknowledges in writing its obligation to indemnify assumes the defense of any Third Party Claim, (i) it shall not settle the Third Party Claim without the consent of the Indemnified Party in unless the settlement shall include (A) no admission of liability on the part of any Indemnified Party and (B) an unconditional release of each Purchaser Indemnified Party or Seller Indemnified Party, as applicable, reasonably satisfactory to the Indemnified Party, from all liability with respect of to such claim)Third Party Claim, (ii) it shall indemnify and hold the Indemnified Party shall cooperate harmless from and against any Losses caused by or arising out of any settlement or judgment of such Third Party Claim and may not claim that it does not have an indemnification obligation with it in connection therewith. Notwithstanding respect thereto, and (iii) the foregoing, an Indemnified Party shall have the right (but not the obligation) to employ participate in the defense of such Third Party Claim and to employ, at its own expense, counsel separate from counsel at employed by the Indemnifying Party’s expense if ; provided, that the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party fees, costs and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable expenses of such counsel shall be at the expense of the Indemnifying Party). Notwithstanding Party if the foregoing, in no event shall an Indemnifying Party and the Indemnified Party are both named parties to the proceedings and the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be required inappropriate due to pay the expenses of more than one actual or potential differing interests between them. (1d) separate counsel. The Indemnified Party shall not pay or settle any claim Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding if the foregoing, the Indemnified Indemnifying Party shall have the right any obligation as a result of such settlement (whether monetary or otherwise) unless such settlement is consented to pay or settle any such claim; provided that, in such event, it shall waive any right to indemnity therefor writing by the Indemnifying Party, such consent not to be unreasonably withheld or delayed. (e) Each party hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim. The Indemnifying Party Any consent to be given by the Purchaser Indemnified Parties under this Section 10.7 shall not, except with be given by the consent Purchaser acting on behalf of the Purchaser Indemnified Party Parties and any consent to be given by the Seller Indemnified Parties under this Section 10.7 shall be given by the Parent Seller acting on behalf of the Seller Indemnified Parties. (which consent f) This Section 10.7 shall not apply to Tax Contests, which shall be unreasonably withheldgoverned by Section 10.8 nor shall it apply to Covered Claims, conditioned or delayed), enter into any settlement unless (iwhich shall be governed by Schedule 10.2(f) such settlement includes as an unconditional term thereof of the giving by the Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability with respect to such claim and (ii) the only relief imposed against such Indemnified Party is the payment of monetary damages which are paid by the Indemnifying PartyDisclosure Letter.

Third Party Claims. (a) If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim by a third party is made for indemnification against an Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under this Article VIII, such Indemnified Party, shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas Indemnified any other Party (Atlas or APL, as the case may be, the “Indemnifying Party”)) under this Article 10, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of such claims. The failure the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to provide such notice shall not result in a waiver of any the extent) the Indemnifying Party thereby is prejudiced. (b) Any Indemnifying Party will have the right to indemnification hereunder except defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the extent Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party is actually materially prejudiced will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by such failure. The the Third Party Claim, (ii) the Indemnifying Party shall have 30 days after receipt of such notice provides the Indemnified Party with evidence reasonably acceptable to elect to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof (provided Indemnified Party that the Indemnifying Party acknowledges 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, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in writing its obligation the good faith judgment of the Indemnified Party, likely to indemnify establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 10.05(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in respect the defense of such claim)the Third Party Claim, and (ii) the Indemnified Party shall cooperate will not consent to the entry of any judgment or enter into any settlement with it in connection therewith. Notwithstanding respect to the foregoing, an Indemnified Third Party shall have the right to employ separate counsel at the Indemnifying Party’s expense if the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable expenses of such counsel shall be at the expense of the Indemnifying Party). Notwithstanding the foregoing, in no event shall an Indemnifying Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay or settle any claim Claim without the prior written consent of the Indemnifying Party (which consent shall not to be unreasonably withheldwithheld unreasonably), conditioned or delayed). Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim; provided that, in such event, it shall waive any right to indemnity therefor by and (iii) the Indemnifying Party. The Indemnifying Party shall not, except will not 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 Indemnified Party (which not to be withheld unreasonably). (d) In the event any of the conditions in Section 10.05(b) above is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent shall not be unreasonably withheld, conditioned to the entry of any judgment or delayed), enter into any settlement unless (i) such settlement includes as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability with respect to such claim to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the only relief imposed against such Indemnifying Party will reimburse the Indemnified Party is promptly and periodically for the payment costs of monetary damages which are paid defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Indemnifying PartyThird Party Claim to the fullest extent provided in this Article 10.

Third Party Claims. If a any Purchaser Indemnitee or Seller Indemnitee (the “Indemnified Party”) receives written notice of the commencement of any Proceeding or the assertion of any claim by a third party is made against an Indemnified PartyThird Party or the imposition of any penalty or assessment (in each case other than with respect to Taxes, for which Section 9.03 and Section 9.04 apply) for which indemnity may be sought under Section 8.01 or Section 8.02 (a “Third Party Claim”), and if such Indemnified Party intends to seek indemnity with respect thereto under pursuant to this Article VIII, such the Indemnified Party, Party shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas Indemnified (but no later than 30 days after receiving such notice) provide the other Party (Atlas or APL, as the case may be, the “Indemnifying Party”) with written notice of such Third Party Claim, stating the nature, basis, the amount thereof (to the extent known or estimated, which amount shall not be conclusive of the final amount of such Third Party Claim), the method of computation thereof (to the extent known or estimated), any other remedy sought thereunder, any relevant time constraints relating thereto, and, to the extent practicable, any other material details pertaining thereto, along with copies of the relevant documents evidencing such claimsThird Party Claim and the basis for indemnification sought. The failure Failure of the Indemnified Party to provide give such notice shall within such 30 day [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. period will not result in a waiver of any right to relieve the Indemnifying Party from its indemnification hereunder obligations hereunder, except to the extent that the Indemnifying Party is actually materially prejudiced by such failurethereby. The Indemnifying Party shall will have 30 15 days after from receipt of any such notice of a Third Party Claim to elect give notice to undertakethe Indemnified Party whether, conduct with respect to a Third Party Claim (or portion thereof to the extent such Third Party Claim included multiple claims and controlsuch claims may be separately defended) it is assuming and controlling the defense, through appeal or settlement proceedings thereof with counsel of its own choosing and at its own expensethe Indemnifying Party’s choice. If the Indemnifying Party assumes the defense of a Third Party Claim (or portion thereof), it will be conclusively established for purposes of this Agreement that the settlement or claims made in that Third Party Claim with respect to which the Indemnifying Party has assumed the defense thereof (provided except any such claims that are assumed by the Indemnifying Party solely because such claims cannot reasonably be separated from the claims that the Indemnifying Party acknowledges in writing its obligation proposes to indemnify assume) are within the Indemnified Party in respect scope of such claim)and subject to indemnification (provided, and the Indemnified Party shall cooperate with it in connection therewith. Notwithstanding the foregoing, an Indemnified Party shall have the right to employ separate counsel at that the Indemnifying Party’s expense if the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense assumption of the Indemnifying Partydefense of a Third Party Claim shall not conclusively establish the amount of any Losses from such Third Party Claims that are within the scope of and subject to indemnification hereunder). The foregoing notwithstanding, the Indemnifying Party shall not have the right be entitled to assume control the defense thereof of any Third Party Claim if (i) in the case of any claim for indemnification by a Purchaser Indemnitee, such claim is with respect to a Proceeding (A) that, if determined in a manner adverse to such Purchaser Indemnitee, would reasonably be expected to adversely impact (including the withdrawal or suspension or likelihood of approval by the applicable Governmental Entity of) any Drug Approval Application with respect to the Compound or any Product, (B) regarding material Company Intellectual Property, (C) regarding ownership of the Company, the Shares or any asset(s) of the Company that are material (either individually or in the aggregate), or (D) that, if determined in a manner adverse to such Purchaser Indemnitee, would prohibit Purchaser from engaging in the Company Business, (ii) the applicable Indemnified Party has been advised by outside legal counsel that a material conflict of interest exists between the Indemnifying Parties and such Indemnified Party with respect to such Third Party Claim, (iii) the reasonable expenses Indemnifying Party has failed to deliver timely notice that it is assuming the defense of such counsel shall be at Third Party Claim or is failing to adequately prosecute or defend such Third Party Claim, or (iv) such Third Party Claim seeks an injunction or other equitable relief against such Indemnified Party. So long as the expense Indemnifying Party has assumed or controls the defense, appeal or settlement proceedings of the Indemnifying Party). Notwithstanding Third Party Claim in accordance herewith, (A) the foregoing, in no event shall an Indemnifying Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall may retain separate co-counsel at its sole cost and expense and participate in (but not pay control) the defense, appeal or settle settlement proceedings of the Third Party Claim, (B) the Indemnified Party will not admit any claim liability, file any papers or consent to the entry of any judgment or enter into any settlement agreement, compromise or discharge with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (Party, which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding , and (C) the foregoing, Indemnifying Party will not admit to any wrongdoing by the Indemnified Party shall have the right to pay or settle any such claim; provided that, in such event, it shall waive any right to indemnity therefor by the Indemnifying Party. The Indemnifying Party shall not, except with not have the right to settle any Third Party Claim (including any Third Party Claim for which the amount payable in settlement exceeds the Cap) without the prior written consent of the Indemnified Party (Party, which consent shall not be unreasonably withheld, conditioned or delayed), enter into unless such settlement, compromise or consent (I) includes an unconditional release of the Indemnified Party from all liability arising out of such claim, (II) does not contain any settlement unless admission or statement suggesting any wrongdoing or liability on behalf of the Indemnified Party, (III) does not require the payment of any amount in excess of the Cap, and (IV) does not contain any equitable order, judgment or term which in any [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. manner affects, restrains or interferes with the business of the Indemnified Party or any of the Indemnified Party’s affiliates. As to any Third Party Claim with respect to which the Indemnifying Party does not elect to assume control of the defense, (i) such settlement includes as an unconditional term thereof the giving any and all costs and expenses incurred by the Person Indemnified Party in connection with the defense, appeal or Persons asserting settlement of such claim Third Party Claim shall be deemed to all be Losses recoverable by such Indemnified Parties an unconditional release from all liability with respect Party pursuant to such claim this Article VIII, and (ii) the only relief imposed against such Indemnified Party is will afford the payment Indemnifying Party an opportunity to participate in (but not control) such defense, at its cost and expense, and will consult with the Indemnifying Party prior to settling or otherwise disposing of monetary damages any of the same. The Parties will act in good faith in responding to, defending against, settling or otherwise dealing with Third Party Claims. The Parties will also cooperate in any such defense, appeal or settlement proceedings, and give each other reasonable access to all information relevant thereto; provided, that neither Party will be required to furnish any such information which are paid would (in the reasonable judgment of such Party upon advice of counsel) be reasonably likely to (A) waive any privileges, including the attorney-client privilege, held by such Party or any of its affiliates or (B) breach any duty of confidentiality owed to any person (whether such duty arises contractually, statutorily or otherwise) or any Contract with any other person or violate any applicable Law (provided, that such Party shall use reasonable best efforts to obtain any required Consents and take such other reasonable action (such as the entry into a joint defense agreement or other arrangement to avoid loss of attorney-client privilege) to permit such access). The Indemnified Party shall seek the consent (which shall not be unreasonably withheld, conditioned or delayed) of the Indemnifying Party prior to the settlement of any Third Party Claim or consent to the entry of any judgment with respect to a Third Party Claim; provided, however, that with respect to any settlement of a Third Party Claim entered into or any judgment of a Third Party Claim that was consented to without the Indemnifying Party’s prior written consent, such settlement or judgment shall not, in itself, be conclusive of the Indemnifying Party’s liability therefor, but, for the avoidance of doubt, shall not in any way limit an Indemnified Party’s right to make a claim with respect to the subject matter thereof in accordance with this Article IX.

Third Party Claims. If a claim any Action (including any Action set forth in Schedules 3.5 or 5.11) is asserted or instigated by a third party is made (each, a “Third Party Claim”) against any Person entitled to indemnification pursuant to Sections 11.2 or 11.3 (an “Indemnified Party”), and if in respect of which such Indemnified Party intends to seek indemnity with respect thereto under this Article VIIIXI, such Indemnified Party, Party shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas the party obligated to indemnify such Indemnified Party (Atlas or APL, as the case may be, the “Indemnifying Party”), ) of such claims. The Third Party Claim; provided, however, that the failure to provide such notice so notify shall not result in a waiver relieve the Indemnifying Party of any right to indemnification hereunder its obligations hereunder, except to the extent that the Indemnifying Party is actually materially prejudiced by such failurethereby. The Indemnifying Party shall have 30 thirty (30) days after receipt of such notice to elect to undertake, assume the conduct and control, through counsel reasonably acceptable to the Indemnified Party at the expense of its own choosing and at its own expensethe Indemnifying Party, of the settlement or defense thereof (provided that the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in respect of such claim)thereof, and the Indemnified Party shall cooperate with it in connection therewith. Notwithstanding the foregoing; provided, an Indemnified Party shall have the right to employ separate counsel at the Indemnifying Party’s expense if the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Partyhowever, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have permit the right Indemnified Party and its counsel to assume participate in such settlement or defense, provided, however, that the defense thereof fees and the reasonable expenses of such counsel shall be at the expense of borne by such Indemnified Party. So long as the Indemnifying Party). Notwithstanding Party is reasonably contesting any such Third Party Claim in good faith, the foregoing, in no event shall an Indemnifying Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay or settle any claim without the prior written consent of such claim. If the Indemnifying Party does not notify the Indemnified Party within thirty (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding 30) days after receipt of the foregoingIndemnified Party’s notice of a Third Party Claim of indemnity hereunder that it elects to undertake the defense thereof, the Indemnified Party shall have the right to pay contest, settle or settle any compromise such claim; provided that, in such event, it Third Party Claim but shall not thereby waive any right to indemnity therefor by the Indemnifying Partypursuant to this Agreement. The Indemnifying Party shall not, not except with the consent of all other Indemnifying Parties and the Indemnified Party, and the Indemnified Party (which consent shall not except with the consent of all of the Indemnifying Parties, (in each case such consent not to be unreasonably withhelddelayed, conditioned or delayedwithheld), enter into any settlement unless (i) such settlement includes or compromise of any Action, or admit to any liability with respect to any Indemnifying or Indemnified Party, or consent to entry of any judgment that does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties Third Party Claim of an unconditional release of all Indemnifying Parties and Indemnified Parties from all liability with respect to such claim and (ii) the only relief imposed against such Indemnified Third Party is the payment of monetary damages which are paid by the Indemnifying PartyClaim.

Third Party Claims. If a claim All claims for indemnification under this Agreement with respect to Damages claimed or asserted by a third party is made against an Indemnified PartyParty (that third-party claim or assertion, a “Third-Party Claim”) shall be asserted and if such resolved as this Article 11.6 provides. (a) An Indemnified Party intends claiming indemnification in respect of a Third-Party Claim must promptly (i) notify the Indemnifying Party of any Third-Party Claim asserted against the Indemnified Party that could reasonably give rise to seek indemnity with respect thereto a right of indemnification under this Article VIIIAgreement and (ii) transmit to the Indemnifying Party a notice (a “Claim Notice”) describing in reasonable detail the nature of the Third-Party Claim, such an estimate of the amount of damages attributable to that claim to the extent feasible (which estimate will not be conclusive or binding) and the basis for the Indemnified Party, shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas Indemnified Party (Atlas or APL, as the case may be, the “Indemnifying Party”), of such claims’s request for indemnification under this Agreement. The failure to provide such notice shall promptly deliver a Claim Notice will not result in a waiver relieve the Indemnifying Party of any right its obligations to indemnification hereunder the Indemnified Party with respect to the related Third-Party Claim, except to the extent that the Indemnifying Party resulting delay is actually materially prejudiced by such failureprejudicial to the defense of that claim. The Indemnifying Party shall have Within 30 days after receipt of such notice to elect to undertakeany Claim Notice (the “Election Period”), conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof (provided that the Indemnifying Party acknowledges in writing its obligation to indemnify must notify the Indemnified Party in respect of such claim), and (i) whether the Indemnifying Party disputes its potential liability to the Indemnified Party shall cooperate under this Article 11 with it in connection therewith. Notwithstanding the foregoing, an Indemnified respect to that Third-Party shall have the right to employ separate counsel at the Indemnifying Party’s expense Claim and (ii) if the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such does not dispute its potential liability to the Indemnified Party notifies with respect to that Third-Party Claim, whether the Indemnifying Party in writing that it elects to employ separate counsel elects, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against that Third-Party Claim. (b) If the Indemnifying Party shall does not dispute its potential liability to the Indemnified Party and notifies the Indemnified Party within the Election Period that the Indemnifying Party elects to assume the defense of the Third-Party Claim, then the Indemnifying Party will have the right to assume defend, at its sole cost and expense, that Third-Party Claim by all appropriate proceedings, which proceedings the Indemnifying Party must prosecute diligently to a final conclusion or settle at its discretion in accordance with this Article 11.6, and the Indemnified Party will furnish the Indemnifying Party with all information in its possession with respect to that Third-Party Claim and otherwise cooperate with the Indemnifying Party in the defense thereof and the reasonable expenses of such counsel shall be at the expense of that Third-Party Claim; provided, however, that the Indemnifying Party). Notwithstanding Party will not enter into any settlement with respect to any Third-Party Claim that purports to limit the foregoingactivities of, or otherwise restricts in no event shall an Indemnifying Party be required to pay the expenses of more than one (1) separate counsel. The any way, any Indemnified Party shall not pay or settle any claim Affiliate of any Indemnified Party without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim; provided that, in such event, it shall waive any right to indemnity therefor by the Indemnifying Party. The Indemnifying Party shall not, except with the consent of the that Indemnified Party (which consent shall not be unreasonably withheld). The Indemnified Party is hereby authorized, conditioned at the sole cost and expense of the Indemnifying Party, to file, during the Election Period, any motion, answer or delayed)other pleadings that the Indemnified Party deems necessary or appropriate to protect its interests or those of the Indemnifying Party. The Indemnified Party may participate in, enter into but not control, any defense or settlement unless of any Third-Party Claim the Indemnifying Party controls under this Article 11.6 and will bear its own costs and expenses with respect to that participation; provided, however, that if the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party has been advised by counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party, then the Indemnified Party may employ separate counsel at its sole cost and expense and, on its receipt of written notification of that employment, the Indemnifying Party will not have the right to assume or continue the defense of that action on behalf of the Indemnified Party. (c) If the Indemnifying Party (i) within the Election Period (A) disputes its potential liability to the Indemnified Party under this Article 11, (B) elects not to defend the Indemnified Party under Article 11.6(a), or (C) fails to notify the Indemnified Party that the Indemnifying Party elects to defend the Indemnified Party under Article 11.6(a), or (ii) elects to defend the Indemnified Party under Article 11.6(a), but fails diligently and promptly to prosecute or settle the Third-Party Claim, then the Indemnified Party will have the right to defend, at the sole cost and expense of the Indemnifying Party (if the Indemnified Party is entitled to indemnification hereunder), the Third-Party Claim by all appropriate proceedings, which proceedings the Indemnified Party must promptly and vigorously prosecute to a final conclusion or settle. The Indemnified Party will have full control of such defense and proceedings. Notwithstanding the foregoing, if the Indemnifying Party has delivered a written notice to the Indemnified Party to the effect that the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article 11 and if that dispute is resolved in favor of the Indemnifying Party, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party’s defense under this Article 11 or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party will reimburse the Indemnifying Party in full for all reasonable costs and expenses of that litigation. The Indemnifying Party may participate in, but not control, any defense or settlement includes as an unconditional term thereof the giving by Indemnified Party controls under this Article 11.6(c), and the Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability Indemnifying Party will bear its own costs and expenses with respect to such claim and that participation. (d) Payments of all amounts owing by an Indemnifying Party under this Article 11 relating to a Third-Party Claim will be made within 30 days after the latest of (i) the settlement of that Third-Party Claim, (ii) the only relief imposed against such Indemnified expiration of the period for appeal of a final adjudication of that Third-Party is Claim or (iii) the payment expiration of monetary damages which are paid by the period for appeal of a final adjudication of the Indemnifying Party’s liability to the Indemnified Party under this Agreement in respect of that Third-Party Claim.

Third Party Claims. If Promptly after the receipt by any Person entitled to indemnification pursuant to this Article 6 (the "Indemnified Party") of notice of the assertion of a claim or the commencement of any Action against such Indemnified Party by a third party is made against an Indemnified Party(a "Third Party Claim"), and if such Indemnified Party intends to seek indemnity shall, if a claim with respect thereto under is to be made against any party obligated to provide indemnification pursuant to this Article VIII6 (the "Indemnifying Party"), give such Indemnifying Party written notice thereof in reasonable detail in light of the circumstances then known to such Indemnified Party, shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas Indemnified Party (Atlas or APL, as the case may be, the “Indemnifying Party”), of such claims. The failure to provide give such notice shall not result in a waiver of relieve any right to indemnification Indemnifying Party from any obligation hereunder except where, and then solely to the extent that that, such failure actually and materially prejudices the rights of such Indemnifying Party is actually materially prejudiced by such failureParty. The Such Indemnifying Party shall have 30 days after receipt of the right, at its option, to defend such notice to elect to undertakeclaim, conduct at such Indemnifying Party's expense and control, through with counsel of its own choosing and at its own expensechoice reasonably satisfactory to the Indemnified Party, the settlement or defense thereof (provided that the Indemnifying Party acknowledges in writing its obligation to indemnify conducts the defense of such claim actively and diligently. If the Indemnifying Party assumes the defense of such claim, the Indemnified Party agrees to reasonably cooperate in respect of such claim), and defense so long as the Indemnified Party shall cooperate with it in connection therewith. Notwithstanding the foregoing, an Indemnified Party shall have the right to employ separate counsel at the Indemnifying Party’s expense if the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party not materially prejudiced thereby and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party a) irrevocably acknowledges in writing that it elects full responsibility for and agrees to employ separate counsel at fully indemnify the expense Indemnified Party, and (b) furnishes satisfactory evidence of the Indemnifying financial ability to indemnify the Indemnified Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable expenses of such counsel shall be at the expense of the Indemnifying Party). Notwithstanding the foregoing, in no event shall an Indemnifying Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim. No Indemnifying Party will consent to the entry of any judgment or settle enter into any claim settlement with respect to a Third Party Claim without the prior written consent of the Indemnifying Party (Indemnified Party, which consent shall will not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Indemnified Party provided that such consent shall have the right to pay or settle be granted in connection with any such claim; provided that, in such event, it shall waive any right to indemnity therefor by the Indemnifying Party. The Indemnifying Party shall not, except with the consent settlement (i) containing a full release of the Indemnified Party and (which ii) in the case of a consent shall from an Indemnified Party, involves only monetary damages. In the event the Indemnifying Party does not be unreasonably withhelddefend or ceases to conduct the defense of such Third Party Claim, conditioned (x) the Indemnified Party may defend against, and, consent to the entry of any judgment or delayed), enter into any settlement unless (i) such settlement includes as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability with respect to to, such claim Third Party Claim, (y) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against such Third Party Claim, including reasonable attorneys' fees and expenses and (iiz) the only relief imposed against such Indemnifying Party will remain responsible for any Losses the Indemnified Party is may suffer as a result of such Third Party Claim to the payment of monetary damages which are paid by the Indemnifying Partyfull extent provided in this Article 6.

Third Party Claims. If a An Indemnified Party shall give written notice to any Indemnifying Party within 30 days after it has actual knowledge of commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “Third Party Claim”) in respect of which such Indemnified Party may seek indemnification under Section 5.1. Such notice shall state the nature and basis of such Third Party Claim and the events and the amounts thereof to the extent known. Any failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it, may have to such Indemnified Party under this Article 5, except to the extent the failure to give such notice materially and adversely prejudices such Indemnifying Party. In case any such action, proceeding or claim is made brought against an Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under this Article VIII, such Indemnified Party, shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas Indemnified Party so long as (Atlas or APL, as the case may be, the “Indemnifying Party”), of such claims. The failure to provide such notice shall not result in a waiver of any right to indemnification hereunder except to the extent that a) the Indemnifying Party has acknowledged in writing to the Indemnified Party that it is actually materially prejudiced by liable to the Indemnified Party for such failure. The Indemnifying Third Party shall have 30 days after receipt Claim pursuant to this Section 5.3, (b) in the reasonable judgment of such notice to elect to undertake, conduct the Indemnified Party a conflict of interest between it and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof (provided that the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party does not exist in respect of such claim), Third Party Claim and (c) in the reasonable judgment of the Indemnified Party shall cooperate with it in connection therewith. Notwithstanding such Third Party Claim does not entail a material risk of criminal penalties or civil fines or non-monetary sanctions being imposed on the foregoing, an Indemnified Party shall have (a “Third Party Penalty Claim”) (the right forgoing conditions being referred to employ separate counsel at as the “Control Conditions”), the Indemnifying Party’s expense if Party shall be entitled to participate in and assume the named parties to any such proceeding (including any impleaded parties) include both such Indemnified defense thereof, with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnifying Indemnified Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and after notice from the Indemnifying Party (in which case, if such to the Indemnified Party notifies of its election so to assume the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Partydefense thereof, the Indemnifying Party shall not have be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the right latter in connection with the defense thereof other than as expressly provided below in this Section 5.3; provided, that nothing contained herein shall permit Seller to control or participate in any Tax contest or dispute involving Purchaser or any Affiliate of Purchaser, or permit Purchaser to control or participate in any Tax contest or dispute involving Seller or any Affiliate of Seller other than the Company. In the event that (i) the Indemnifying Party advises an Indemnified Party that it will not contest a claim for indemnification hereunder, (ii) the Indemnifying Party fails, within 30 days of receipt of any indemnification notice to notify, in writing, such Indemnified Party of its election, to defend, settle or compromise, at is sole cost and expense, any such Third Party Claim (or discontinues its defense at any time after it commences such defense) or (iii) in the reasonable judgment of the Indemnified Party, a conflict of interest between it and the Indemnifying Party exists in respect of such Third Party Claim or the action or claim is a Third Party Penalty Claim, then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim or Third Party Claim, and the Indemnifying Party shall be liable for and shall reimburse the Indemnified Party promptly and periodically for the Indemnified Party’s reasonable costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding. In any event, unless and until the Indemnifying Party elects in writing to assume and does so assume the defense thereof and of any such claim, proceeding or action, the reasonable expenses of such counsel Indemnifying Party shall be at liable for the expense Indemnified Party’s reasonable costs and expenses arising out of the Indemnifying Party). Notwithstanding the foregoingdefense, in no event shall an Indemnifying Party be required to pay the expenses settlement or compromise of more than one (1) separate counselany such action, claim or proceeding. The Indemnified Party shall not pay or settle any claim without the prior written consent of cooperate fully with the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned in connection with any negotiation or delayed). Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle defense of any such claim; provided that, in such event, it shall waive any right to indemnity therefor action or claim by the Indemnifying Party. The Indemnifying Party shall not, except with the consent of keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the Indemnifying Party elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. If any of the Control Conditions is not satisfied or becomes unsatisfied, (which x) the Indemnified Party may defend against, and consent shall not be unreasonably withheld, conditioned to the entry of any judgment or delayed), enter into any settlement unless with respect to, such Third Party Claim in any manner it may deem appropriate (iand the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (y) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the reasonable costs or defending against such Third Party Claim (including reasonable consultant, attorney and expert witness fees, disbursements and expenses), and (z) the Indemnifying Party will remain responsible for any losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by such Third Party Claim to the fullest extent provided in this Article 5. The Indemnifying Party and the Indemnified Party shall cooperate fully with each other in connection with the defense, negotiation or settlement includes of any such legal proceeding, claim or demand. Notwithstanding anything in this Section 5.3 to the contrary, the Indemnifying Party shall not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of judgment in respect thereof which imposes any criminal liability or civil fine or sanction or equitable remedy on the Indemnified Party or which does not include, as an unconditional term thereof thereof, the giving by the Person claimant or Persons asserting such claim the plaintiff to all the Indemnified Parties an unconditional Party, a release from all liability with in respect to of such claim and (ii) the only relief imposed against such Indemnified Party is the payment of monetary damages which are paid by the Indemnifying Partyclaim.

Third Party Claims. If a claim (i) In the event that the Indemnified Party receives notice or otherwise learns of the assertion by a Person who is not a member of either Group of any claim or the commencement of any Action (any such claim or Action, a “Third-Party Claim”) with respect to which the Indemnifying Party may be obligated to provide indemnification under this ARTICLE 7, the Indemnified Party shall give written notification to the Indemnifying Party of the Third-Party Claim. Such notification shall be given promptly after receipt by the Indemnified Party of notice of such Third-Party Claim, shall be accompanied by reasonable supporting documentation submitted by such third party is made against an (to the extent then in the possession of the Indemnified Party, ) and if shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third-Party Claim and the amount of the claimed Damages (to the extent they can be reasonably estimated by the Indemnified Party intends to seek indemnity with respect thereto under this Article VIIIbased on available information); provided, such Indemnified Partyhowever, shall promptly notify Atlas, if an APL Indemnified Party, that no delay or APL, if an Atlas deficiency on the part of the Indemnified Party (Atlas or APL, as in so notifying the case may be, Indemnifying Party shall relieve the “Indemnifying Party”), of such claims. The failure to provide such notice shall not result in a waiver Party of any right to indemnification Liability or obligation hereunder except to the extent that the Indemnifying Party is actually materially prejudiced by such failuredelay or deficiency or to the extent the amount of any associated Damages is increased by such delay or deficiency. The If, and for so long as, (A) the Indemnifying Party shall have notifies the Indemnified Party as soon as practicable, but in no event later than 30 days days, after receipt delivery of such notice to elect to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof (provided notification that the Indemnifying Party acknowledges in writing its does not dispute the Indemnifying Party’s obligation to indemnify hereunder and desires to defend the Indemnified Party in respect of against such claim)Third-Party Claim, and (B) the Third-Party Claim (I) does not involve criminal liability or any admission of wrongdoing, (II) does not seek equitable relief or any other material non-monetary remedy against the Indemnified Party, (III) does not involve a claim which the Indemnified Party shall cooperate with it reasonably believes would have a material and adverse effect on the Indemnified Party’s business or (IV) is not one in connection therewith. Notwithstanding which the foregoingIndemnifying Party is also a party and, an in the opinion of the Indemnified Party’s outside counsel, joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, then except as hereinafter provided, such Indemnifying Party shall have the right to employ separate defend against such Third-Party Claim by appropriate proceedings with legal counsel at reasonably acceptable to the Indemnified Party, which proceedings shall be promptly settled or diligently prosecuted by the Indemnifying Party to a final conclusion. During any period in which the Indemnifying Party has not so assumed control of such defense, the Indemnified Party shall control such defense and is hereby authorized (but not obligated) prior to and during such period to file any motion, answer or other pleading and to take any other action which the Indemnified Party shall deem necessary or appropriate to protect the Indemnified Party’s expense interests. (ii) The Party not controlling such defense (the “Non-controlling Party”) may participate therein at its own expense; provided, however, that if the named parties to any Indemnifying Party assumes control of such proceeding (including any impleaded parties) include both such defense and the Indemnified Party concludes, upon advice of counsel, that the Indemnifying Party and the Indemnifying PartyIndemnified Party have conflicting interests or different defenses available with respect to such Third-Party Claim, the reasonable fees and such expenses of one additional counsel to the Indemnified Party shall be considered “Damages” for purposes of this Agreement. The Party controlling such defense (the “Controlling Party”) shall keep the Non-controlling Party reasonably advised 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. Subject to receiving a confidentiality undertaking from the Controlling Party and any redactions that the Non-controlling Party determines are advisable for purposes of maintaining privilege, the Non-controlling Party shall furnish the Controlling Party with such Information as it may have with respect to such Third-Party Claim (including copies of any summons, complaint or other pleading which may have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent served on such Indemnified Party and any written claim, demand, invoice, billing or other document evidencing or asserting the Indemnifying Party (in which case, if such Indemnified Party notifies same) and shall otherwise cooperate with and assist the Indemnifying Controlling Party in writing that it elects to employ separate counsel at the expense defense of the Indemnifying Party, the such Third-Party Claim. (iii) The Indemnifying Party shall not have agree to any settlement of, or the right to assume the defense thereof and the reasonable expenses entry of any judgment arising from, any such counsel shall be at the expense of the Indemnifying Party). Notwithstanding the foregoing, in no event shall an Indemnifying Third-Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay or settle any claim Claim without the prior written consent of the Indemnifying Party (Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing; provided, the Indemnified Party shall have the right to pay or settle any such claim; provided thathowever, in such event, it shall waive any right to indemnity therefor by the Indemnifying Party. The Indemnifying Party shall not, except with that the consent of the Indemnified Party shall not be required if (A) such settlement involves only the payment of monetary damages and the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or judgment, (B) such settlement or judgment includes a full, complete and unconditional release of the Indemnified Party and its Affiliates from further Liability and (C) such settlement involves no admission of wrongdoing by the Indemnified Party or its Affiliates. The Indemnified Party 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 Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed), enter into any settlement unless (i) such settlement includes as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability with respect to such claim and (ii) the only relief imposed against such Indemnified Party is the payment of monetary damages which are paid by the Indemnifying Party.

Third Party Claims. If a (i) In the event that any Action shall be instituted or that any claim or demand shall be asserted by a any third party is made against an Indemnified Partyin respect of which indemnification may be sought under Section 10.2 (a “Third Party Claim”), and if such the Indemnified Party intends shall promptly deliver a Claim Notice to seek indemnity the Indemnifying Party of the assertion of any Third Party Claim of which it has knowledge which is covered by this indemnity. The failure of the Indemnified Party to reasonably deliver a Claim Notice in respect of any Third Party Claim shall not release, waive or otherwise affect the Indemnifying Party’s obligations with respect thereto under this Article VIII, such Indemnified Party, shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas Indemnified Party (Atlas or APL, as the case may be, the “Indemnifying Party”), of such claims. The failure to provide such notice shall not result in a waiver of any right to indemnification hereunder except to the extent that the Indemnifying Party is actually shall have been materially prejudiced by such failure. . (ii) The Indemnifying Party shall have 30 the right to conduct (at the Indemnifying Party’s expense) the defense of a Third Party Claim with counsel reasonably satisfactory to the Indemnified Party, upon delivery of notice to such Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of such notice to elect to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof (Claim Notice; provided that the Defense Notice shall specify the counsel the Indemnifying Party acknowledges in writing its obligation will appoint to indemnify the Indemnified defend such Third Party in respect of such claim), and the Claim. The Indemnified Party shall be entitled to be indemnified for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, (i) such Indemnified Party will reasonably cooperate with it and make available to the Indemnifying Party such assistance as the Indemnifying Party may reasonably request in connection therewith. Notwithstanding the foregoingdefense of such Third Party Claim, an all at the sole expense of the Indemnifying Party, (ii) the Indemnified Party shall have the right at its sole expense to employ separate counsel at participate in the Indemnifying Party’s expense if the named parties to any such proceeding defense (including any impleaded partiesdiscussions or negotiations in connection with the settlement, adjustment or compromise) include both of such Third Party Claim assisted by counsel of its own choosing, (iii) the Indemnifying Party shall deliver to the Indemnified Party, reasonably in advance so as to provide the Indemnified Party a reasonable opportunity to review and comment, copies of all pleadings, notices, offers of settlement and non-privileged communications with respect to such Third Party Claim and (iv) the Indemnifying Party shall keep the Indemnified Party reasonably apprised of developments with respect to such Third Party Claim and the defense thereof. (iii) Notwithstanding the foregoing, the Indemnifying PartyParty shall not be entitled to control the defense of any Third Party Claim if: (A) such claim for indemnification is with respect to an Action by a Governmental Authority with respect to Taxes of Seller or Seller Parent, and such (B) the applicable Indemnified Party shall have has been advised by counsel that a material conflict of interest is likely to exist if exists between the same counsel were to represent Indemnifying Party and such Indemnified Party and with respect to such Third Party Claim, (C) the Indemnifying Party has failed to deliver the Defense Notice or is failing to adequately prosecute or defend such Third Party Claim, (in which case, if D) or such Third Party Claim seeks (1) an injunction or other equitable relief against such Indemnified Party, (2) involves criminal or quasi criminal allegations, or (3) involves a claim in an amount which, together with previous and pending claim amounts, would exceed the Purchase Price. In the event that (x) outside counsel to the Indemnified Party notifies shall in good faith determine that there are one or more legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party in writing and that it elects to employ separate counsel at the expense of are not thereafter asserted by the Indemnifying Party on the Indemnified Party’s behalf or (y) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of one law firm to the Indemnified Party. If the Indemnifying Party elects not have the right to compromise or defend such Third Party Claim, fails to timely deliver a Defense Notice as provided in this Agreement, or is not entitled to assume the defense thereof and under the reasonable expenses terms of such counsel shall be at this Agreement, then the expense of the Indemnifying Party). Notwithstanding the foregoing, in no event shall an Indemnifying Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay or settle may pay, settle, compromise and defend such Third Party Claim and seek indemnification for any claim and all Losses to the extent indemnifiable pursuant to this Article X. If an Indemnified Party settles a Third Party Claim without the prior written consent of the applicable Indemnifying Party (which such consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim; provided that, in such event, it shall waive any right to indemnity therefor by the Indemnifying Party. The Indemnifying Party shall not, except with the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), enter into any settlement unless (i) then such settlement includes as an unconditional term thereof shall not be determinative of the giving by amount or existence of Losses for which the Person Indemnifying Party is liable hereunder; provided that, in no event shall the Indemnifying Party be liable for any amount in excess of the Losses awarded or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability agreed upon with respect to such claim and (ii) settlement. If the only relief imposed against Indemnifying Party assumes the defense of an Action, no compromise or settlement of such Indemnified Party is the payment of monetary damages which are paid claims may be effected by the Indemnifying Party without the Indemnified Party’s consent unless (1) there is no finding or admission of any violation of any Law or order of any Governmental Authority or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Party, and (2) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and (3) the Indemnified Party will have no liability or obligation with respect to any compromise or settlement of such claims effected without its consent, and such compromise or settlement provides for a complete, unconditional release in customary form from all obligations and liabilities of the Indemnified Party with respect to such claim.

Third Party Claims. If an indemnification claim involves a claim by a third party is made against an Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under this Article VIII, such Indemnified Party, shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas the Indemnified Party (Atlas or APL, as the case may be, the a “Indemnifying PartyThird Party Claim”), of such claims. The failure to provide such notice shall not result in a waiver of any right to indemnification hereunder except to the extent that the Indemnifying Party is actually materially prejudiced by such failure. The Indemnifying Party shall will have 30 thirty days after receipt of such notice the Dispute Notice to elect to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof (of the Third Party Claim; provided that the Indemnified Party may participate in such settlement or defense through counsel chosen and paid for by the Indemnified Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify does not notify the Indemnified Party in respect within thirty days after the receipt of such claim)the Dispute Notice that it elects to undertake the defense thereof, and the Indemnified Party shall cooperate with it in connection therewith. Notwithstanding the foregoing, an Indemnified Party shall will have the right to employ separate counsel at the Indemnifying Party’s expense if the named parties contest, settle or compromise such claim but shall not thereby waive any right to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely indemnity therefor pursuant to exist if the same counsel were to represent such Indemnified Party and this Agreement. As long as the Indemnifying Party (is contesting a Third Party Claim in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Partygood faith, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable expenses of such counsel shall be at the expense of the Indemnifying Party). Notwithstanding the foregoing, in no event shall an Indemnifying Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay or settle any claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed)such claim. Notwithstanding the foregoing, the Indemnified Party shall have may settle a Third Party Claim if the right to pay or settle any settlement includes, as an unconditional term thereof, a written release of the Indemnifying Party from all Liability and obligation in respect of such claimThird Party Claim; provided that, that in such event, it shall waive event the Indemnified Party waives any right to indemnity therefor by the Indemnifying PartyParty therefor. The Indemnified Party shall cooperate fully in all aspects of any investigation, defense, pretrial activities, trial, compromise, settlement or discharge of any Third Party Claim, including by providing the Indemnifying Party shall not, except with the consent of the Indemnified Party reasonable access to employees and officers (which consent shall not be unreasonably withheld, conditioned or delayed), enter into any settlement unless (iincluding as witnesses) such settlement includes as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability with respect to such claim and (ii) the only relief imposed against such Indemnified Party is the payment of monetary damages which are paid by the Indemnifying Partyother information.

Third Party Claims. If a In the case of any claim asserted by a third party is made (a “Third Party Claim”) against an a party entitled to indemnification under this Agreement (the “Indemnified Party”), and if such notice shall be given by the Indemnified Party intends to seek indemnity with respect thereto under this Article VIII, such Indemnified Party, shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas Indemnified Party the party required to provide indemnification (Atlas or APL, as the case may be, the “Indemnifying Party”), of ) promptly after such claims. The failure to provide such notice shall not result in a waiver Indemnified Party has actual knowledge of any right claim as to indemnification hereunder except to the extent that which indemnity may be sought. If the Indemnifying Party is actually materially prejudiced by such failure. The Indemnifying Party shall have 30 days after receipt of such provides a written notice to elect to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof (provided that the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in respect within fifteen (15) days after its receipt of notice of such claim)claim that it will, subject to the limitations set forth herein, including without limitation, the Cap and the Basket, indemnify and hold the Indemnified Parties harmless from all Loss related to such Third Party Claim for which the Indemnified Party would be entitled to indemnification under this ARTICLE VII, the Indemnified Party shall cooperate with it in connection therewith. Notwithstanding the foregoing, an Indemnified Party shall have the right to employ separate counsel at the Indemnifying Party’s expense if the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and permit the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the such Indemnifying Party, the Indemnifying Party shall not have the right ) to assume the defense thereof and the reasonable expenses of such Third Party Claim or any litigation with a third party resulting therefrom; provided, however, that (i) the counsel shall be at the expense of the Indemnifying Party). Notwithstanding the foregoing, in no event shall an Indemnifying Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay or settle any claim without the prior written consent of for the Indemnifying Party (who shall conduct the defense of such claim or litigation shall be subject to approval of the Indemnified Party, which consent approval shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, (ii) the Indemnified Party may participate in such defense at such Indemnified Party’s expense, (iii) the failure by any Indemnified Party to give notice of a Third Party Claim to the Indemnifying Party as provided herein shall have not relieve the right Indemnifying Party of its indemnification obligation under this Agreement except and only to pay or settle any such claim; provided the extent that, in as a result of such eventfailure to give notice, it the defense against such claim is materially impaired, and (iv) the fees and expenses incurred by the Indemnified Party prior to the assumption of a Third Party Claim hereunder by the Indemnifying Party shall waive any right to indemnity therefor be borne by the Indemnifying Party. The Indemnifying Party shall not, except Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any Third Party (which Claim, shall consent shall not be unreasonably withheld, conditioned to entry of any judgment or delayed), enter into any settlement unless (i) such settlement includes 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 the Person each claimant or Persons asserting plaintiff to such claim to all Indemnified Parties an unconditional Party of a general release from any and all liability with respect to such claim and Third Party Claim. Notwithstanding anything herein to the contrary, the Indemnifying Party shall not be entitled to assume control of the defense against a Third Party Claim if (ii1) the only claim for indemnification relates to or arises in connection with any criminal or quasi criminal proceeding, action, indictment, allegation or investigation; (2) the claim seeks an injunction, specific performance or any other equitable or non-monetary relief imposed against the Indemnified Party; (3) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party; (4) the Indemnifying Party fails to prosecute or defend such claim in a timely manner; or (5) taking into account the Cap, the Indemnified Party is reasonably likely to have Losses with respect to such Third Party Claim for which it will not be indemnified that exceed the payment amount of monetary damages Losses for which are paid by it will be indemnified; provided, however, that in the case of clause (5), the Indemnifying Party may participate in such defense at the Indemnifying Party’s expense. If the Indemnifying Party does not accept the defense of a Third Party Claim within thirty (30) days after receipt of the written notice thereof from the Indemnified Party described above, the Indemnified Party shall have the full right to defend against any such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall reasonably cooperate in the defense of any Third Party Claim and the records of each shall be reasonably available to the other with respect to such defense.

Third Party Claims. If a claim by a third party is made commences any action or makes any demand against an any Indemnified Party, and if Party for which such Indemnified Party intends is entitled to seek indemnity with respect thereto under this Article VIII, indemnification by any Person (such Indemnified Party, shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas Indemnified Party (Atlas or APL, as the case may bePerson, the “Indemnifying Party”) under Section 7.1 or Section 7.2 (a “Third-Party Claim”), such Indemnified Party will promptly notify the applicable Indemnifying Party in writing of such claims. The failure action or demand; provided, however, that if the Indemnified Party assumes the defense of the action and fails to provide prompt notice to the applicable Indemnifying Party, such notice failure shall not result limit, in a waiver any way, the obligation of any right the applicable Indemnifying Party to indemnification hereunder indemnify the Indemnified Party, except to the extent that such failure materially prejudices the ability of the applicable Indemnifying Party to defend the action. The Indemnifying Party, with respect to any Third-Party Claim, may, at its own expense and without limiting its obligation to indemnify the Indemnified Party (i) participate in the defense of such action with counsel reasonably satisfactory to the Indemnified Party or (ii) assume the defense of such action with counsel reasonably acceptable to the Indemnified Party. In any event, the applicable Indemnifying Party has assumed the defense of any Third-Party Claim, such Indemnifying Party shall provide the applicable Indemnifying Parties with copies of all notices, pleadings, and other papers filed or served in such action. If the Indemnifying Party is actually materially prejudiced by assumes the defense of any such failure. The Third-Party Claim, the Indemnified Party must consent in writing to the entry of any settlement or compromise in respect thereof (which consent shall not be unreasonably withheld or delayed) that attributes liability to the Indemnified Party and if an Indemnified Party does not consent to the settlement or compromise within a reasonable time under the circumstances (which “reasonable time” shall in no event be less than five (5) Business Days following the date on which the Indemnified Party receives a written request for such consent, together with a written instrument setting forth all of the material terms of such settlement or compromise), the Indemnifying Party shall have 30 days after receipt of such notice to elect to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof (provided that the Indemnifying Party acknowledges in writing its obligation not thereafter be obligated to indemnify the Indemnified Party in respect of such claim), and the Indemnified Third-Party shall cooperate with it Claim for any amount in connection therewith. Notwithstanding the foregoing, an Indemnified Party shall have the right to employ separate counsel at the Indemnifying Party’s expense if the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable expenses excess of such counsel shall be at the expense of the Indemnifying Party). Notwithstanding the foregoing, in no event shall an Indemnifying Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay proposed settlement or settle any claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim; provided that, in such event, it shall waive any right to indemnity therefor by the Indemnifying Party. The Indemnifying Party shall not, except with the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), enter into any settlement unless (i) such settlement includes as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability with respect to such claim and (ii) the only relief imposed against such Indemnified Party is the payment of monetary damages which are paid by the Indemnifying Partycompromise.

Third Party Claims. If (a) In order for an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a Loss or a claim or demand made by any third Person against the Indemnified Party (a third party is made against an Indemnified Party“Third Party Claim”), and if such Indemnified Party intends shall deliver written notice thereof to seek indemnity with respect thereto under this Article VIIIthe applicable Indemnifying Party; provided, such however, that no delay or failure on the part of an Indemnified Party in notifying the Indemnifying Party, shall promptly notify Atlas, if relieve an APL Indemnified Party, or APL, if an Atlas Indemnified Indemnifying Party (Atlas or APL, as the case may be, the “Indemnifying Party”), of such claims. The failure to provide such notice shall not result in a waiver of any right to indemnification from its obligations hereunder except to the extent that unless the Indemnifying Party is actually thereby materially prejudiced by such failure. The Indemnifying Party shall have 30 days after receipt (and then solely to the extent of such notice to elect to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof prejudice). (provided that b) If the Indemnifying Party acknowledges acknowledges, in writing writing, its obligation to indemnify the Indemnified Party in respect against any and all Losses that may result from a Third Party Claim pursuant to the terms of such claim)this Agreement, and the Indemnified Party shall cooperate with it in connection therewith. Notwithstanding the foregoing, an Indemnified Indemnifying Party shall have the right right, upon written notice to employ separate counsel at the Indemnifying Party’s expense if the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and within fifteen (15) days of receipt of notice from the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely the commencement of such Third Party Claim, to exist if assume the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel defense thereof at the expense of the Indemnifying Party with counsel selected by the Indemnifying Party and satisfactory to the Indemnified Party. If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim within the time period and otherwise in accordance with the first sentence of this Section 9.4(b), the Indemnified Party shall have the sole right to assume the defense of and to settle such Third Party Claim. The Indemnifying Party shall, at the Indemnifying Party’s expense, cooperate with the Indemnified Party in such defense and make available to the Indemnified Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable expenses of such counsel shall be at the expense of the Indemnifying Party). Notwithstanding the foregoingnot, in no event shall an Indemnifying Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay or settle any claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim; provided that, in such event, it shall waive any right to indemnity therefor by the Indemnifying Party. The Indemnifying Party shall not, except with the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), enter into any settlement unless or compromise or consent to the entry of any judgment with respect to such Third Party Claim if such settlement, compromise or judgment (i) such settlement includes as involves a finding or admission of wrongdoing, (ii) does not include an unconditional term thereof the giving written release by the Person claimant or Persons asserting such claim to all plaintiff of the Indemnified Parties an unconditional release Party from all liability in respect of such Third Party Claim or (iii) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder. (c) The Indemnifying Party shall not be entitled to require that any action be made or brought against any other Person before action is brought or claim is made against it hereunder by the Indemnified Party. (d) Each Indemnifying Party hereby consents to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third Party Claim is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such Proceeding or the matters alleged therein and agrees that process may be served on each Indemnifying Party with respect to such claim and (ii) the only relief imposed against such Indemnified Party is the payment of monetary damages which are paid by the Indemnifying Partyanywhere.

Third Party Claims. If Promptly (not to exceed 10 calendar days) after the receipt by either party of notice of any Liability or Loss asserted by any third party against any Indemnified Party (collectively, an “Action”), which Action is subject to indemnification under this Agreement, such party will give reasonable written notice to the Indemnifying Party, including, without limitation, copies of any notices or other materials received in connection with such claim for indemnification; provided, however, that any failure of an Indemnified Party to give timely notice pursuant to this Section 7.5(a) shall not preclude a claim by the Indemnified Party for indemnification hereunder, but shall give rise to a third party is made claim by the Indemnifying Party against an the Indemnified Party for direct damages directly incurred by the Indemnifying Party as a result of such failure. The Indemnified Party will be entitled, at the sole expense and liability of the Indemnifying Party, to exercise full control of the defense, compromise or settlement of any Action unless the Indemnifying Party, within a reasonable time (but not more than 10 Business Days) after the receipt of such notice by the Indemnified Party, and if such (i) notifies the Indemnified Party intends in writing of the Indemnifying Party’s intention to seek indemnity assume such defense, (ii) consults with the Indemnified Party with respect thereto under this Article VIIIto the handling of such Action and retains legal counsel reasonably satisfactory to the Indemnified Party to conduct the defense of such Action, such and (iii) provides the Indemnified Party with evidence to the Indemnified Party, shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas Indemnified Party (Atlas or APL, as the case may be, the “Indemnifying Party”), of such claims. The failure to provide such notice shall not result in a waiver of any right to indemnification hereunder except to the extent ’s reasonable satisfaction that the Indemnifying Party is actually materially prejudiced by such failure. The Indemnifying Party shall have 30 days after receipt of such notice and will be able to elect to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof (provided that the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party satisfy any Liabilities in respect of such claim)Action; it being agreed and understood that if sufficient Escrow Funds remain under the Escrow Agreement to handle such Action, than this subsection (iii) shall not be applicable to such Action. The other party will cooperate with the party assuming the defense, compromise or settlement of any Action in accordance with this Agreement in any manner that such party reasonably may request. If the Indemnifying Party assumes the defense of any Action, as provided above, it will do so diligently and in good faith and the Indemnified Party shall cooperate with it in connection therewith. Notwithstanding the foregoing, an Indemnified Party shall will have the right to employ separate counsel at and to participate in (but not control) the Indemnifying Party’s expense if the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Partydefense, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense compromise or settlement of the Indemnifying PartyAction, but the Indemnifying Party shall not have the right to assume the defense thereof fees and the reasonable expenses of such counsel shall will be at the expense of the Indemnified Party unless (A) the Indemnifying Party has agreed to pay such fees and expenses or (B) the Indemnified Party has been advised by its counsel that there may be one or more defenses available to it that are different from or additional to those available to the Indemnifying Party). Notwithstanding , and in any such case that portion of the foregoing, in no event shall an Indemnifying Party be required to pay the fees and expenses of more than one (1) such separate counselcounsel that are reasonably related to such different or additional matters covered by the indemnity provided in this Article VII will be paid by the Indemnifying Party. The No Indemnified Party shall not pay will settle, admit fault or settle liability with respect to, or compromise any claim such Action for which it is entitled to indemnification under this Agreement without the prior written consent of the Indemnifying Party (which Party, such consent shall not to be unreasonably withheld, conditioned or delayedunless the Indemnifying Party has failed, after reasonable notice, to undertake control of such Action in the manner provided in this Section 7.5(a). Notwithstanding the foregoing, the Indemnified No Indemnifying Party shall have the right to pay will settle or settle compromise any such claim; provided that, in such event, it shall waive any right to indemnity therefor by Action without the Indemnifying Party. The Indemnifying Party shall not, except with the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned unless the judgment or delayed), enter into any proposed settlement unless (i) such settlement includes as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability with respect to such claim and (ii) the involves only relief imposed against such Indemnified Party is the payment of monetary money damages which are paid by the Indemnifying Party and does not otherwise impose any other Liability, injunction or equitable relief on the Indemnified Party or have any other adverse impact on the Indemnified Party.

Third Party Claims. If a claim by a third party or demand is made against a CPC Indemnitee or a Corn Products Indemnitee (each, an Indemnified "Indemnitee") by any person who is not a party to this Agreement or any Subsidiary of such person (a "Third Party Claim") as to which such Indemnitee may be entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the party which is or may be required pursuant to Section 3.1 or Section 3.2 hereof to make such indemnification (the "Indemnifying Party") in writing, and if such Indemnified Party intends to seek indemnity with respect thereto under this Article VIII, such Indemnified Party, shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas Indemnified Party (Atlas or APL, as the case may be, the “Indemnifying Party”)in reasonable detail, of the Third Party Claim promptly (and in any event within 15 business days) after receipt by such claims. The Indemnitee of written notice of the Third Party Claim; provided, however, that failure to provide give such notice notification shall not result in a waiver of any right to affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnifying Party, promptly (and in any event within five business days) after the Indemnitee's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. If a Third Party Claim is actually materially prejudiced made against an Indemnitee, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges in writing its obligation to indemnify the Indemnitee therefor, to assume the defense thereof with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall, within 30 days (or sooner if the nature of the Third Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that the Indemnitee shall have the right to employ separate counsel if, in the Indemnitee's reasonable judgment, a conflict of interest between the Indemnitee and the Indemnifying Party exists in respect of such failureclaim which would make representation of both parties by one counsel inappropriate, and in such event the fees and expenses of such separate counsel shall be paid by the Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall have 30 days after receipt be liable for the fees and expenses of such notice counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to elect to undertake, conduct and control, through counsel of its own choosing and at its own expense, assume the settlement or defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third Party Claim as provided that above). If the Indemnifying Party so elects to assume the defense of any Third Party Claim, all of the Indemnitees shall cooperate with the Indemnifying Party in the defense or prosecution thereof, including by providing or causing to be provided, Records and witnesses as soon as reasonably practicable after receiving any request therefor from or on behalf of the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Indemnitee with respect to a Third Party Claim, then in no event will the Indemnitee admit any liability with respect of to, or settle, compromise or discharge, any such claim)Third Party Claim without the Indemnifying Party's prior written consent; provided, and however, that the Indemnified Party shall cooperate with it in connection therewith. Notwithstanding the foregoing, an Indemnified Party Indemnitee shall have the right to employ separate counsel at settle, compromise or discharge such Third Party Claim without the consent of the Indemnifying Party if the Indemnitee releases the Indemnifying Party from its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the Indemnifying Party’s expense if . If the named parties Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnitee with respect to a Third Party Claim, the Indemnitee will agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim and releases the Indemnitee completely in connection with such Third Party Claim and that would not otherwise adversely affect the Indemnitee; provided, however, that the Indemnitee may refuse to agree to any such proceeding (including any impleaded parties) include both such Indemnified Party and settlement, compromise or discharge if the Indemnitee agrees that the Indemnifying Party, and 's indemnification obligation with respect to such Indemnified Third Party Claim shall have been advised not exceed the amount that would be required to be paid by counsel that a conflict or on behalf of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it connection with such settlement, compromise or discharge. If an Indemnifying Party elects not to employ separate counsel at assume the expense defense of a Third Party Claim, or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third Party Claim. Notwithstanding the Indemnifying Partyforegoing, the Indemnifying Party shall not have the right be entitled to assume the defense thereof of any Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the Indemnitee in defending such counsel shall Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be at the expense separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnifying Party). Notwithstanding the foregoingThird Party Claim can be so separated from that for money damages, in no event shall an Indemnifying Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay or settle any claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding entitled to assume the foregoing, the Indemnified Party shall have the right to pay or settle any such claim; provided that, in such event, it shall waive any right to indemnity therefor by the Indemnifying Party. The Indemnifying Party shall not, except with the consent defense of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), enter into any settlement unless (i) such settlement includes as an unconditional term thereof the giving by the Person or Persons asserting such claim portion relating to all Indemnified Parties an unconditional release from all liability with respect to such claim and (ii) the only relief imposed against such Indemnified Party is the payment of monetary damages which are paid by the Indemnifying Partymoney damages.

Third Party Claims. i) If the claim or demand set forth in the Notice of Claim is a claim or demand asserted by a third party is made against an Indemnified Party, and if such Indemnified (a "Third Party intends to seek indemnity with respect thereto under this Article VIII, such Indemnified Party, shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas Indemnified Party (Atlas or APL, as the case may beClaim"), the “Indemnifying Party”), of such claims. The failure to provide such notice shall not result in a waiver of any right to indemnification hereunder except to the extent that the Indemnifying Party is actually materially prejudiced by such failure. The Indemnifying Party shall have 30 15 days (or such shorter period if an answer or other response or filing with respect to the pleadings served by the third party is required prior to the 15th day) after the date of receipt of such notice to elect to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof (provided that by the Indemnifying Party acknowledges in writing its obligation of the Notice of Claim (the "Notice Date") to indemnify notify the Indemnified Party in respect writing of such claim)the election by the Indemnifying Party to defend the Third Party Claim on behalf of the Indemnified Party. ii) If the Indemnifying Party elects to defend a Third Party Claim on behalf of the Indemnified Party, the Indemnified party shall make available to the Indemnifying Party and its agents and representatives all records and other materials in its possession which are reasonably required in the defense of the Third Party Claim and the Indemnifying Party shall pay any expenses payable in connection with the defense of the Third Party Claim as they are incurred (whether incurred by the Indemnified Party or Indemnifying Party). iii) In no event may the Indemnifying Party settle or compromise any Third Party Claim without the Indemnified Party's consent, which shall cooperate with it in connection therewith. Notwithstanding not be unreasonably withheld. iv) If the foregoingIndemnifying Party elects to defend a Third Party Claim, an the Indemnified Party shall have the right to employ separate counsel participate in the defense of the Third Party Claim, at the Indemnifying Indemnified Party’s 's expense if (and without the named parties right to any indemnification for such proceeding (including any impleaded parties) include both such Indemnified Party expense under this Agreement). However, the reasonable fees and expenses of counsel retained by the Indemnifying Party, and such Indemnified Party shall have been advised be at the expense of the Indemnifying Party if (a) the use of the counsel chosen by the Indemnifying Party to represent the Indemnified Party would present such counsel that with a conflict of interest is likely interest; (b) the parties to exist if such proceeding include both the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such and there may be legal defenses available to the Indemnified Party notifies which are different from or additional to those available to the Indemnifying Party; (c) within 10 days after being advised by the Indemnifying Party of the identity of counsel to be retained to represent the Indemnified Party, the Indemnified Party shall have objected to the retention of such counsel for valid reasons (which shall be stated in writing that it elects a written notice to employ Indemnifying Party), and the Indemnifying Party shall not have retained different counsel reasonably satisfactory to the Indemnified Party; or (d) the Indemnifying Party shall authorize the Indemnified Party to retain separate counsel at the expense of the Indemnifying Party, . v) If the Indemnifying Party shall does not have the right elect to assume the defense thereof and the reasonable expenses of such counsel shall be at the expense of the Indemnifying Party). Notwithstanding the foregoingdefend a Third Party Claim, or does not defend a Third Party Claim in no event shall an Indemnifying Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay or settle any claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoinggood faith, the Indemnified Party shall have the right to pay or settle any such claim; provided thatright, in such eventaddition to any other right or remedy it may have hereunder, it shall waive any right to indemnity therefor by at the sole and exclusive expense of the Indemnifying Party. The Indemnifying , to defend such Third Party shall not, except with Claim. vi) To the consent of the extent that an Indemnified Party recovers on a Third Party Claim, the amount of such recovery (which consent after deduction of all costs and expenses incurred in connection with such Third Party Claim) shall not be unreasonably withheldreduce, conditioned or delayed)dollar-for-dollar, enter into any settlement unless (i) such settlement includes as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability with respect to such claim and (ii) the only relief imposed against such Indemnified Party is the payment of monetary damages which are paid indemnification obligation otherwise owing by the Indemnifying Party.

Third Party Claims. (i) If a claim any claim, demand or liability is asserted by a any third party is made (a “Third Party Claim”) against an Indemnified Party, and if such Indemnified Party intends to seek indemnity any party seeking indemnification hereunder with respect thereto under this Article VIII, such (the “Indemnified Party”), shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas the Indemnified Party will (Atlas or APL, as upon notice of such Third Party Claim) promptly give written notice (the case may be, “Notice of Claim”) to the party required to provide indemnity hereunder (the “Indemnifying Party”), stating specifically the basis on which such Third Party Claim is being made, the material facts giving rise to such Third Party Claim, and the amount of such claimsthe liability asserted. The failure to provide give such notice Notice of Claim shall not result in a waiver of any bar the Indemnified Party’s right to indemnification hereunder except to the extent such failure has prejudiced the Indemnifying Party’s ability to defend such Third Party Claim. The Indemnifying Party will have 15 Business Days from the date on which the Indemnifying Party receives the Notice of Claim to notify the Indemnified Party that the Indemnifying Party is actually materially prejudiced by such failure. The Indemnifying Party shall have 30 days after receipt desires to assume the defense or prosecution of such notice to elect to undertake, conduct Third Party Claim and control, through any litigation resulting therefrom with counsel of its own choosing choice and at its own expense, the settlement or defense thereof sole cost and expense (provided that a “Third Party Defense”). (ii) If the Indemnifying Party acknowledges timely and validly assumes the Third Party Defense in writing its obligation to indemnify accordance herewith, (1) the Indemnified Party in respect of such claim), and the Indemnified Party shall cooperate with it in connection therewith. Notwithstanding the foregoing, an Indemnified Party shall have the right to employ may retain separate co-counsel at the Indemnifying Party’s its sole cost and expense if the named parties to any (unless a conflict-of-interest necessitates such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Partyseparate counsel, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, case the Indemnifying Party shall not have the right to assume the defense thereof and pay the reasonable fees and expenses of such counsel shall be at counsel) and participate in the expense defense of the Indemnifying Party). Notwithstanding Third Party Claim but the foregoing, in no event shall an Indemnifying Party be required to pay shall control the expenses of more than one investigation, defense and settlement thereof, (12) separate counsel. The the Indemnified Party shall will not pay file any papers or settle consent to the entry of any claim judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall will not be unreasonably withheld, conditioned withheld or delayed). Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim; provided that, in such event, it shall waive any right to indemnity therefor by ) and (3) the Indemnifying Party. The Indemnifying Party shall not, except will not 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 Indemnified Party (which consent shall will not be unreasonably withheld, conditioned withheld or delayed). The parties will use commercially reasonable efforts to minimize Losses from the Third Party Claim and will act in good faith in responding to, enter into defending against, settling or otherwise dealing with such claims; provided that the foregoing will not require any Person to take any action that would violate Law or breach any then-existing Contract. The parties will also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party has assumed the Third Party Defense, such Indemnifying Party will not be obligated to indemnify the Indemnified Party hereunder for any settlement unless entered into or any judgment that was consented to without the Indemnifying Party’s prior written consent (iwhich consent will not be unreasonably withheld or delayed). (iii) such settlement includes as an unconditional term thereof If the giving by Indemnifying Party does not timely and validly assume the Person Third Party Defense, or Persons asserting such claim if the Indemnifying Party does not diligently and reasonably continue the Third Party Defense in good faith, the Indemnified Party will be entitled to all assume the Third Party Defense, at its sole cost and expense (or, if it is finally determined that the Indemnified Parties an unconditional release from all liability Party incurred a Loss with respect to such claim and (ii) the only relief imposed against such matter in question for which the Indemnified Party is entitled to indemnification hereunder, then at the payment expense of monetary damages which are paid by the Indemnifying Party) upon delivery of notice to such effect to the Indemnifying Party; provided that (1) the Indemnifying Party shall have the right to participate in the Third Party Defense at its sole cost and expense, but the Indemnified Party shall control the investigation, defense and settlement thereof, and (2) the Indemnifying Party will not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to without the Indemnifying Party’s prior written consent (which consent will not be unreasonably withheld or delayed).

Third Party Claims. If an Indemnified Party shall receive notice of any Proceeding, audit, claim, demand or assessment (each, a “Third Party Claim”) against it which may give rise to a claim by a third party is made against an Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto for Loss under this Article VIIIIX, such Indemnified Party, shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas the Indemnified Party (Atlas or APL, as the case may be, the “Indemnifying Party”), of such claims. The failure to provide such notice shall not result in a waiver of any right to indemnification hereunder except to the extent that give the Indemnifying Party prompt written notice of such Third Party Claim stating in reasonable detail the amount of the Loss, if known, and method of computation thereof, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is actually materially prejudiced by such failureclaimed or arises. The Indemnifying Party shall have 30 days after receipt be entitled to control the defense of such notice to elect to undertake, conduct and control, Third Party Claim through counsel of its own choosing and choice at its own expense, the settlement or defense thereof (expense provided that the Indemnifying Party acknowledges in writing its obligation responsibility to indemnify the Indemnified Party for such Third Party Claim. If the Indemnifying Party so undertakes any such defense against a Third Party Claim, the Indemnified Party may participate in respect of such claim), and the defense at its own expense. The Indemnified Party shall cooperate with it the Indemnifying Party in connection therewith. Notwithstanding such defense and make available to the foregoingIndemnifying Party, an Indemnified Party shall have the right to employ separate counsel at the Indemnifying Party’s expense if expense, all witnesses, pertinent records, materials and information in the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. If the Indemnifying Party does not undertake such defense and elects to allow the Indemnified Party to direct the defense of any such claim or proceeding, and such the Indemnified Party shall have been advised by counsel that a conflict not pay, or permit to be paid, any part of interest is likely to exist if the same counsel were to represent such Indemnified Third Party and Claim unless the Indemnifying Party (consents in which casewriting to such payment, if such Indemnified Party notifies consent not to be unreasonably withheld, or unless the Indemnifying Party in writing that it elects to employ separate counsel at withdraws from the expense defense of such Third Party Claim Liability or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying PartyParty is entered against the Indemnified Party for such Third Party Claim. If the Indemnifying Party assumes the defense of any such claims or proceeding pursuant to this Section 9.6, the Indemnifying Party shall have the power and authority to settle or consent to the entry of judgment in respect of such claim or proceeding without the consent of the Indemnified Party if the judgment or settlement results only in the payment by the Indemnifying Party of money damages and includes a release of the Indemnified Party from any and all liability thereunder, and, in all other events, the Indemnifying Party shall not have consent to the right to assume the defense thereof and the reasonable expenses entry of such counsel shall be at the expense judgment or enter into any settlement in respect of the Indemnifying Party). Notwithstanding the foregoing, in no event shall an Indemnifying a Third-Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay or settle any claim Claim without the prior written consent of the Indemnifying Party (Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim; provided that, in such event, it shall waive any right to indemnity therefor by the Indemnifying Party. The Indemnifying Party shall not, except with the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), enter into any settlement unless (i) such settlement includes as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability with respect to such claim and (ii) the only relief imposed against such Indemnified Party is the payment of monetary damages which are paid by the Indemnifying Party.

Third Party Claims. If a An Indemnified Party shall give written notice to the Indemnifying Party within 10 days after it has actual knowledge of commencement or assertion of any Third Party Claim in respect of which the Indemnified Party may seek indemnification under Section 6.1. Such notice shall state the nature and basis of such Third Party Claim and the events and the amounts thereof to the extent known. Any failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that the Indemnifying Party may have to the Indemnified Party under this Article 6, except to the extent the failure to give such [***] Confidential Treatment Requested notice materially and adversely prejudices the Indemnifying Party. In case any such action, proceeding or claim by a third party is made brought against an Indemnified Party, and if such so long as it has acknowledged in writing to the Indemnified Party intends that it is liable for such Third Party Claim pursuant to seek indemnity with respect thereto under this Article VIIISection 6.3, such Indemnified Party, shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas Indemnified Party (Atlas or APL, as the case may be, the “Indemnifying Party”), of such claims. The failure to provide such notice shall not result in a waiver of any right to indemnification hereunder except to the extent that the Indemnifying Party is actually materially prejudiced by such failure. The Indemnifying shall be entitled to participate in and, unless in the reasonable judgment of the Indemnified Party shall have 30 days after receipt a conflict of such notice to elect to undertake, conduct interests between it and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof (provided that the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party may exist in respect of such claim), and Third Party Claim or such Third Party Claim entails a material risk of criminal penalties or civil fines or non monetary sanctions being imposed on the Indemnified Party shall cooperate or a risk of materially adversely affecting the Indemnified Party’s business (a “Third Party Penalty Claim”), to assume the defense thereof, with it in connection therewith. Notwithstanding the foregoing, an Indemnified Party shall have the right to employ separate counsel at selected by the Indemnifying Party’s expense if the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and reasonably satisfactory to the Indemnifying Indemnified Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and after notice from the Indemnifying Party (in which case, if such to the Indemnified Party notifies of its election so to assume the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Partydefense thereof, the Indemnifying Party shall not have be liable to the right to assume Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation or defending such portion of such Third Party Penalty Claim; provided nothing contained herein shalt permit Clean Technologies to control or participate in any Tax contest or dispute involving Investor or any Affiliate of Investor, or permit Investor to control or participate in any Tax contest or dispute involving any Affiliate of Clean Technologies other than the Company and the Project Company; and, provided, further, the Parties agree that the handling of any Tax contests involving the Company will be governed by Section 7.7 of the Company LLC Agreement. In the event that (i) the Indemnifying Party advises an Indemnified Party that the Indemnifying Party will not contest a claim for indemnification hereunder, (ii) the Indemnifying Party fails, within 30 days of receipt of any indemnification notice to notify, in writing, such Indemnified Party of its election, to defend, settle or compromise, at its sole cost and expense, any such Third Party Claim (or discontinues its defense at any time after it commences such defense) or (iii) in the reasonable expenses judgment of the Indemnified Party, a conflict of interests between it and the Indemnifying Party exists in respect of such counsel shall be Third Party Claim or the action or claim is a Third Party Penalty Claim, then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim or Third Party Claim in each case, at the sole cost and expense of the Indemnifying Party). Notwithstanding In any event, unless and until the foregoing, in no event shall an Indemnifying Party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnifying Party shall be required to pay liable for the Indemnified Party’s reasonable costs and expenses arising out of more than one (1) separate counselthe defense, settlement or compromise of any such action, claim or proceeding. The Indemnified Party shall not pay cooperate to the extent commercially reasonable with the indemnifying Party in connection with any negotiation or settle any claim without the prior written consent defense of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim; provided that, in such event, it shall waive any right to indemnity therefor action or claim by the Indemnifying Party. The Indemnifying Party shall notkeep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the Indemnifying Party elects to defend any such action or claim, except then the Indemnified Party shall be entitled to participate in such defense with the consent counsel of its choice at its sole cost and expense unless otherwise specified herein; provided that any such participation of the Indemnified Party (which consent shall be at the Indemnifying Party’s sole cost and expense to the extent such participation relates to a Third Party Penalty Claim. If the Indemnifying Party does not assume such defense, the Indemnified Party shall keep the Indemnifying Party apprised at all times as to the status of the defense; provided, however, that the failure to keep the Indemnifying Party so informed shall not affect the obligations of the Indemnifying Party hereunder. The Indemnifying Party shall not be unreasonably withheld, conditioned or delayed), enter into liable for any settlement unless of any action, claim or proceeding effected without its written consent; provided, however, that the Indemnifying Party shall not unreasonably withhold, delay or condition any such consent. Notwithstanding anything in this Section 6.3 to the contrary, the Indemnifying Party shall not, without the Indemnified Party’s prior written consent, (i) settle or compromise any claim or consent to entry of judgment in respect thereof which involves any condition other than payment of money by the Indemnified Party, (ii) settle or compromise any claim or consent to entry of judgment in respect thereof without first demonstrating to Indemnified Party the ability to pay such settlement includes claim or judgment, or (iii) settle or compromise any claim or consent to entry of judgment in respect thereof that does not include, as an unconditional term thereof thereof, the giving by the Person claimant or Persons asserting such claim the plaintiff to all the Indemnified Parties an unconditional Party, a full and complete release from all liability with in respect to of such claim and (ii) the only relief imposed against such Indemnified Party is the payment of monetary damages which are paid by the Indemnifying Partyclaim.

Third Party Claims. If a claim (a) Promptly after the receipt by any Indemnified Party of notice of the commencement of any Action against such Indemnified Party by a third party is made against an Indemnified Party(other than any Action relating to Taxes, and if which shall be governed by Section 6.6(c)) (any such Action, a “Third Party Claim”), such Indemnified Party intends to seek indemnity shall, if a claim with respect thereto under is or may be made against any Indemnifying Party pursuant to this Article VIII7, such Indemnified Party, shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas Indemnified give the Indemnifying Party written notice thereof (Atlas or APL, as the case may be, the “Indemnifying PartyThird Party Claim Notice”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claimsThird Party Claim. The failure to provide such notice give a timely Third Party Claim Notice shall not result in a waiver of relieve any right to indemnification Indemnifying Party from any obligation hereunder except where, and then solely to the extent that, such failure actually materially prejudices the rights of such Indemnifying Party. The Third Party Claim Notice shall describe the claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. (b) If the Indemnifying Party acknowledges, in a writing delivered to the Indemnified Party, that the Indemnifying Party is actually materially prejudiced by such failure. The Indemnifying Party shall have 30 days after receipt of such notice obligated to elect to undertakeindemnify, conduct defend and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof (provided that the Indemnifying Party acknowledges in writing its obligation to indemnify hold harmless the Indemnified Party in respect under the terms of such claim), and the Indemnified Party shall cooperate with it its indemnification obligations hereunder in connection therewith. Notwithstanding with such Action, then the foregoing, an Indemnified Indemnifying Party shall have the right to employ separate assume the defense of such Action at its own expense and by its own counsel, which counsel at shall be reasonably satisfactory to the Indemnifying Indemnified Party’s expense if the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party; provided, and such Indemnified Party shall have been advised by counsel however, that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and of such Third Party Claim if (i) the claim seeks an injunction or other non-monetary equitable relief as its primary source of relief; (ii) the Indemnified Party shall have been advised by counsel that there are one or more legal or equitable defenses available to it which are different from or in addition to those available to the Indemnifying Parties and, in the reasonable expenses opinion of the Indemnified Party, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party because such counsel shall interests could be at the expense in conflict with those of the Indemnifying Party; or (iii) if such Third Party Claim is expected to be covered in full by the R&W Insurance Policy (such that the Indemnifying Party’s aggregate liability therefor would not exceed the retention). Notwithstanding . (c) If the foregoing, in no event shall an Indemnifying Party be required elects to pay assume the expenses defense of more than one (1any such Third Party Claim under circumstances in which the proviso in Section 7.5(b) separate counsel. The is not applicable, then the Indemnifying Party shall consult with the Indemnified Party and the Indemnified Party may participate in any such proceeding with counsel of its choice and at its sole cost and expense. (d) The Indemnifying Party shall not pay or settle any claim not, without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim; provided that, in such event, it shall waive any right to indemnity therefor by the Indemnifying Party. The Indemnifying Party shall not, except with the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), enter into any settlement of any claim or Action unless the proposed settlement (iA) such settlement includes as an unconditional term thereof involves only the giving payment of money damages that will be promptly paid in full by the Person Indemnifying Party, (B) does not impose any injunctive or Persons asserting such claim to all other equitable relief on the Indemnified Parties Party, (C) includes an unconditional release from all liability Liability in favor of the Indemnified Party and (D) does not contain any admission or finding of wrongdoing or Liability on behalf of the Indemnified Party. (e) If the Indemnifying Party does not elect to assume the defense of such Action in accordance with the terms of this Section 7.5, fails to defend an Action, is otherwise restricted from so defending, or if, after commencing or undertaking any such defense, the Indemnifying Party fails to prosecute or withdraws from such defense, the Indemnified Party shall have the right to defend such Action with counsel of its choice, subject to the right of the Indemnifying Party to participate (with counsel of its choice, but the fees and expenses of such additional counsel will solely be at the expense of the Indemnifying Party), and the Indemnified Party will not compromise or settle any such action, suit, proceeding, claim, or demand without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld, conditioned, or delayed. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such indemnity related to a third-party claim. (f) The obligations of any member of the Seller Group to indemnify the Buyer Indemnified Parties pursuant to the terms of this Agreement are the primary obligations of the Seller Group. Each member of the Seller Group hereby waives any right to seek or obtain indemnification or contribution from the Buyer or any of its Affiliates or the Company for Losses with respect to such claim any indemnification obligation of the Seller Group hereunder. (g) To the extent there is a conflict between this Section 7.5 and (iiSection 6.6(c) as to any Tax Contest, the only relief imposed against such Indemnified Party is the payment provisions of monetary damages which are paid by the Indemnifying PartySection 6.6(c) shall control.

Third Party Claims. If a (a) In the event that any claim or demand for which an indemnifying party (an “Indemnifying Party”) may have Liability to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party is made against an Indemnified Party(a “Third Party Claim”), and if such Indemnified Party intends to seek indemnity with respect thereto under this Article VIIIshall promptly, but in no event more than ten (10) days following such Indemnified Party’s receipt of a Third Party Claim, notify the Indemnifying Party in writing of such Third Party Claim, the specific section(s) of this Agreement that form the basis of the claim for indemnification, the amount or the estimated amount of damages sought under such Third Party Claim to the extent then ascertainable, 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 to timely give a Claim Notice shall promptly notify Atlas, if affect the rights of an APL Indemnified Party, or APL, if an Atlas Indemnified Party (Atlas or APL, as the case may be, the “Indemnifying Party”), of such claims. The failure to provide such notice shall not result in a waiver of any right to indemnification hereunder except only to the extent that such failure has a prejudicial effect on the defenses or other rights available to the Indemnifying Party is actually materially prejudiced by with respect to such failure. Third Party Claim. (b) The Indemnifying Party shall have 30 days after receipt of such notice to elect to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof (provided that the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in respect of such claim), and the Indemnified Party shall cooperate with it in connection therewith. Notwithstanding the foregoing, an Indemnified Party shall have the right to employ separate counsel at defend the Indemnifying Party’s expense if the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party in connection with any Third Party Claim and the Indemnifying Party, and such Indemnified Party shall have been advised the sole power to direct and control such defense with counsel selected by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which caseand reasonably satisfactory to the Indemnified Party; provided, that if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Partyis Seller Parent, the such Indemnifying Party shall not have the right to assume defend or direct and control the defense thereof of any Third Party Claim in connection with a Key IP Contract brought by the licensor thereunder, and no Indemnifying Party shall have the right to defend or direct and control the defense of any Third Party Claim that seeks solely an injunction or other equitable relief against the Indemnified Party. Once the Indemnifying Party has assumed the defense of a Third Party Claim, the Indemnified Party shall have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its choosing at its own cost and expense. However, if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that (i) there are legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party or (ii) the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such Third Party Claim, the reasonable fees and expenses of such counsel to the Indemnified Party solely in connection therewith shall be at the expense of the Indemnifying Party). Notwithstanding the foregoingconsidered Losses; provided, however, that in no event shall an the Indemnifying Party be required to pay responsible for the fees and expenses of more than one (1) separate counselcounsel for all Indemnified Parties. The Indemnified Indemnifying Party shall not pay or settle any claim not, without the prior written consent of the Indemnifying Indemnified Party (which such consent shall not to be unreasonably withheld, conditioned delayed or delayedconditioned). Notwithstanding , settle, compromise or offer to settle or compromise any Third Party Claim on a basis that would result in (i) the foregoingimposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any of its Affiliates, or (ii) a finding or admission of a violation of Law or violation of the rights of any Person by the Indemnified Party or any of its Affiliates. (c) If the Indemnifying Party elects not to or is not permitted to defend the Indemnified Party against a Third Party Claim, the Indemnified Party shall have the right but not the obligation to pay or settle any such claim; provided that, assume its own defense and the reasonable fees and expenses of counsel to the Indemnified Party in such event, it connection therewith shall waive be considered Losses. The Parties agree that any right of the Indemnified Party to indemnity therefor indemnification for a Third Party Claim shall not be adversely affected by assuming the Indemnifying Partydefense of such Third Party Claim. The Indemnifying Party shall nothave no Liability with respect to a Third Party Claim settled without its consent, except with the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned withheld or delayed). (d) The Indemnified Party and the Indemnifying Party shall cooperate in order to ensure the proper and adequate defense of a Third Party Claim, enter into any settlement unless (i) such settlement includes as an unconditional term thereof including by providing access to each other’s relevant business records and other documents and employees, it being understood that the giving by out-of-pocket costs and expenses of the Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability Party relating thereto shall be considered Losses. The Indemnified Party and the Indemnifying Party shall keep each other fully informed with respect to the status of such claim and Third Party Claim. (iie) the only relief imposed against such The Indemnified Party is the payment of monetary damages which are paid by and the Indemnifying PartyParty shall use reasonable best efforts to avoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing any party to a Third Party Claim to be made so as to preserve any applicable attorney-client or work-product privileges.

Third Party Claims. (a) The Indemnified Party agrees to give the Indemnifying Party notice in writing of the assertion of any claim or demand made by, or an action, proceeding or investigation instituted by, any Person not a Party to this Agreement (a “Third Party Claim”) in respect of which indemnity may be sought under Section 8.1 in accordance with the notice procedures set forth in Section 8.2 promptly after such Indemnified Party learns of the Third Party Claim; provided, however, that failure to give such notice shall not affect the indemnification provided hereunder, except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five (5) calendar days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. (b) If a claim by a third party Third Party Claim is made against an Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under this Article VIII, such Indemnified Party, shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas Indemnified Party (Atlas or APL, as the case may be, the “Indemnifying Party”), of such claims. The failure to provide such notice shall not result in a waiver of any right to indemnification hereunder except to the extent that the Indemnifying Party is actually materially prejudiced by such failure. The Indemnifying Party shall have 30 days after receipt of such notice will be entitled to elect to undertake, conduct and control, through counsel of its own choosing and at its own expense, participate in the settlement or defense thereof (provided that the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in respect of such claim), and the Indemnified Party shall cooperate with it in connection therewith. Notwithstanding the foregoing, an Indemnified Party shall have the right to employ separate counsel at the Indemnifying Party’s expense if the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which caseand, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Partyso chooses, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable expenses of such with counsel shall be at the expense of selected by the Indemnifying Party). Notwithstanding the foregoing, in no event shall an Indemnifying Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay Parties agree that Sellers are hereby assuming and will assume the defense of any claims related to or settle any claim without arising from the prior written consent of Excluded Liabilities. Should the Indemnifying Party (which consent shall not so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not, as long as it conducts such defense, be unreasonably withheld, conditioned or delayed)liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. Notwithstanding If the foregoingIndemnifying Party assumes such defense, the Indemnified Party shall have the right to pay or settle any such claim; provided thatparticipate in the defense thereof and to employ counsel, in such eventat its own expense, it shall waive any right to indemnity therefor separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall not, except with be liable for the consent fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which consent the Indemnified Party shall have not yet given notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, all of the Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnified Party shall not be unreasonably withheldadmit any liability with respect to, conditioned or delayed)settle, enter into compromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent. Notwithstanding the foregoing, if a settlement offer is made by a third party claimant solely for money damages, and the Indemnifying Party notifies in writing the Indemnified Party of the Indemnifying Party’s willingness to accept the settlement offer and, subject to the applicable limitations of this Article VIII, pay the amount called for by such offer, and the Indemnified Party declines to accept such offer, the Indemnified Party may continue to contest such Third Party Claim, free of any settlement unless (i) such settlement includes as an unconditional term thereof the giving participation by the Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all Indemnifying Party, and the amount of any ultimate liability with respect to such claim and Third Party Claim that the Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (i) the amount of the settlement offer that the Indemnified Party declined to accept plus the other Losses of the Indemnified Party relating to such Third Party Claim prior to the date of its rejection of the settlement offer or (ii) the only relief imposed against such aggregate Losses of the Indemnified Party with respect to such Third Party Claim. (c) Notwithstanding any provision of this Agreement to the contrary, including Sections 8.2 and 8.3, with respect to a Tax Product Claim: (i) Buyer Indemnified Parties shall have the right to make any such claim against Parent and Sellers prior to any Third Party Claim first having been made against Buyer or any of its Affiliates if such claim is made prior to the payment date that is exactly twelve (12) months after the Closing Date; (ii) that is not based on a Third Party Claim, Buyer shall provide Sellers with written notice of monetary damages which are paid such claim in a manner that satisfies the requirements of Section 8.2(a)(i) and Section 8.2(a)(ii); (iii) that is based on, includes or relates to a Third Party Claim brought against a Buyer Indemnified Party (including any Third Party Claims brought against a Buyer Indemnified Party after a Buyer Indemnified Party first brought a Tax Product Claim against Parent and Sellers), Buyer shall provide Parent and Sellers with written notice of such Third Party Claim in a manner that satisfies the requirements of Section 8.3(a); and (iv) Buyer shall control the conduct of all Third Party Claims (including the negotiations of any agreements entered into with a Taxing Authority or third party relating to such claim) that relate or give rise to a Tax Product Claim (including the process of determining how to cause any annuity or life insurance contract that relates to such claim to comply with the applicable provisions of the Code (or any relevant Governmental Entity’s interpretation thereof) and implementing such method); provided, however, that Sellers or Parent shall control the conduct of any such claim with respect to and to the extent that such claims could result in an indemnity obligation by Parent and/or Sellers under this Agreement; and provided, further, that the Indemnifying Partynon-controlling Party shall have the right to participate in the conduct of any such Third Party Claim. (d) If a Buyer Indemnified Party brings a Tax Product Claim against Parent and/or Sellers, Parent and/or Sellers will have no obligation to pay to the Buyer Indemnified Parties any amount due with respect to such claim until the first to occur of: (i) a Final Determination having been reached with respect to the matter that gave rise to such Tax Product Claim (including for these purposes any closing agreements entered into by a Buyer Indemnified Party with a Taxing Authority that reach a settlement with respect to the amount of Tax that is due with respect to a Tax Product Claim); (ii) the settlement or conclusion of all Third Party Claims related to such Tax Product Claim; or (iii) Parent, Sellers and Buyer entering into a mutual agreement with respect to the total amount that is due from Parent and Sellers with respect to such Tax Product Claim. (e) If a Buyer Indemnified Party brings a Tax Product Claim prior to a Third Party Claim and Parent or Sellers do not agree with a matter relating to such claim (including the steps to be taken to mitigate any such claim), then Sellers shall provide Buyer with written notice of their objections setting forth in reasonable detail these objections. With respect to any such disputed matters, Buyer and Sellers shall attempt in good-faith to settle such disputes for a period of thirty (30) days after Buyer has received such notice. If the Parties cannot settle such disputes within such time, Buyer and Sellers shall submit their disputes to a Tax Referee for final settlement as to the disputed issues. The decision of the Tax Referee shall be final and binding on the Parties and the Parties shall not take any action or fail to take any action that would be considered to be contrary to the decision of the Tax Referee. The costs of the Tax Referee shall be shared equally by Buyer and Parent.

Third Party Claims. (a) If a claim by a third party is made commences a lawsuit or arbitration against an Indemnified Party, and if such Party with respect to any matter that the Indemnified Party intends to seek indemnity with respect thereto might make a claim for indemnification against any Indemnifying Party under this Article VIII, such Indemnified Party, shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas Indemnified VIII (a “Third-Party (Atlas or APL, as the case may be, the “Indemnifying PartyClaim”), then the Indemnified Party must notify the Indemnifying Party thereof in writing of the existence of such claims. The Third-Party Claim and must deliver copies of any documents served on the Indemnified Party with respect to the Third-Party Claim; provided, however, that any failure to provide such notice shall notify the Indemnifying Party or deliver copies will not result in a waiver of relieve the Indemnifying Party from any right to indemnification obligation hereunder except unless (and then solely to the extent that extent) the Indemnifying Party is actually materially prejudiced by such failure. The failure and such failure continues for more than thirty (30) days after the Indemnified Party’s receipt of such Third-Party Claim. (b) Upon receipt of the notice described in Section 8.3(a), the Indemnifying Party shall will have 30 the right to defend the Indemnified Party against the Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party so long as (i) within ten days after receipt of such notice to elect to undertake, conduct and control, through counsel of its own choosing and at its own expensenotice, the settlement or defense thereof (provided Indemnifying Party notifies the Indemnified Party in writing that the Indemnifying Party acknowledges in writing its obligation to will indemnify the Indemnified Party in respect of such claim), from and against any Losses the Indemnified Party shall cooperate with it in connection therewith. Notwithstanding may incur relating to or arising out of the foregoingThird-Party Claim, an (ii) the Indemnifying Party provides the Indemnified Party shall with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the right financial resources to employ separate counsel at defend against the Third-Party Claim and fulfill its indemnification obligations hereunder, (iii) the Indemnifying Party’s expense if Party is not a party to the named parties to any such proceeding (including any impleaded parties) include both such Proceeding or the Indemnified Party has determined in good faith that there would be no conflict of interest or other inappropriate matter associated with joint representation, (iv) the Third-Party Claim does not involve, and is not likely to involve, a claim by any Governmental Entity, (v) the Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, (vi) settlement of, or an adverse judgment with respect to, the Third-Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, (vii) the Indemnified Party does not have additional defenses to the Third-Party Claim not available to the Indemnifying Party, and such (viii) the Indemnified Party shall have been advised by counsel has determined that a conflict of interest is likely an adverse determination with respect to exist if the same counsel were Third-Party Claim would not be materially detrimental to represent such or materially injure the Indemnified Party and Party’s reputation or business, (ix) the Indemnifying Party conducts the defense of the Third-Party Claim actively and diligently, and (in which case, if such Indemnified Party notifies x) the Indemnifying Party keeps the Indemnified Party apprised of all developments, including settlement offers, with respect to the Third-Party Claim and permits the Indemnified Party to participate in writing that it elects to employ separate counsel at the expense defense of the Third-Party Claim. (c) So long as the Indemnifying PartyParty is conducting the defense of the Third-Party Claim in accordance with Section 8.3(b), the Indemnifying Party shall will not have consent to the right entry of any judgment or enter into any settlement with respect to assume the defense thereof and the reasonable expenses of such counsel shall be at the expense of the Indemnifying Party). Notwithstanding the foregoing, in no event shall an Indemnifying Third-Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay or settle any claim Claim without the prior written consent of the Indemnified Party, which consent will not be withheld unreasonably. (d) If any condition in Section 8.3(b) is or becomes unsatisfied, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third-Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith); (which consent shall not be unreasonably withheldii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically (but no less often than monthly) for the costs of defending against the Third-Party Claim, conditioned or delayed). Notwithstanding including reasonable attorneys’ fees and expenses (provided, however, that in the foregoingevent there are more claims between the Parties than just the Third-Party Claim, the Indemnified Party shall have separately track and account for those costs, including any attorneys’ fees and expenses, directly related to the right to pay or settle any such claimThird-Party Claim); provided that, in such event, it shall waive any right to indemnity therefor by and (iii) the Indemnifying Party. The Indemnifying Party shall not, except with the consent of will remain responsible for any Losses the Indemnified Party (which consent shall not be unreasonably withheld, conditioned may incur relating to or delayed), enter into any settlement unless (i) such settlement includes as an unconditional term thereof arising out of the giving by Third-Party Claim to the Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability with respect to such claim and (ii) the only relief imposed against such Indemnified Party is the payment of monetary damages which are paid by the Indemnifying Partyfullest extent provided in this Article VIII.

Third Party Claims. (a) If a claim by a third party is made commences or threatens a Proceeding (a “Third-Party Claim”) against an Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under this Article VIII, such Indemnified Party, shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas any Buyer Indemnified Party (Atlas or APL, as the case may be, “Indemnified Party”) with respect to any matter that the Indemnified Party is entitled to make a claim for indemnification against Seller (the “Indemnifying Party”)) under this Article IX, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing of the existence of such claims. The Third-Party Claim and must deliver copies of any documents served on the Indemnified Party with respect to the Third-Party Claim to the Indemnifying Party; provided, however, that any failure to provide such notice shall notify the Indemnifying Party or to deliver copies will not result in a waiver of relieve the Indemnifying Party from any right to indemnification obligation hereunder except unless (and then solely to the extent that extent) the Indemnifying Party is actually materially prejudiced by such failure. The Indemnifying Party shall have 30 days after . (b) Upon receipt of such the notice to elect to undertake, conduct and control, through counsel of its own choosing and at its own expensedescribed in Section 9.5(a), the settlement or defense thereof (provided that the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in respect of such claim), and the Indemnified Party shall cooperate with it in connection therewith. Notwithstanding the foregoing, an Indemnified Party shall have the right to employ separate counsel at defend the Indemnifying Party’s expense if the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and against the Indemnifying Party, and such Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party shall have been advised by counsel that a conflict so long as (i) within ten days after receipt of interest is likely to exist if the same counsel were to represent such Indemnified Party and notice, the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Indemnified Party in writing that it elects the Indemnifying Party will, subject to employ separate counsel at the expense limitations of this Article IX, indemnify the Indemnified Party from and against any Losses the Indemnified Party may incur relating to or arising out of the Third Party Claim; (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third-Party Claim and fulfill its indemnification obligations hereunder; (iii) the Indemnifying Party is not a party to the Proceeding or the Indemnified Party has determined in good faith that there would be no conflict of interest or other inappropriate matter associated with joint representation; (iv) the Third-Party Claim does not involve, and is not likely to involve, any claim by any Governmental Body; (v) the Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief; (vi) settlement of, or an adverse judgment with respect to, the Third-Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party; (vii) the Indemnifying Party conducts the defense of the Third-Party Claim actively and diligently; and (viii) the Indemnifying Party keeps the Indemnified Party apprised of all developments, including settlement offers, with respect to the Third-Party Claim and permits the Indemnified Party to participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party is conducting the defense of the Third-Party Claim in accordance with Section 9.5(b), (i) the Indemnifying Party shall not have be responsible for any attorneys’ fees incurred by the right Indemnified Party regarding the Third-Party Claim (other than attorneys’ fees incurred prior to assume the defense thereof and the reasonable expenses of such counsel shall be at the expense of the Indemnifying Party’s assumption of the defense pursuant to Section 9.5(b). Notwithstanding ); and (ii) neither the foregoing, in no event shall an Indemnified Party nor the Indemnifying Party be required shall consent to pay the expenses entry of more than one (1) separate counsel. The Indemnified any judgment or enter into any settlement with respect to the Third-Party shall not pay or settle any claim Claim without the prior written consent of the Indemnifying Party (other party, which consent shall not be unreasonably withheldwithheld unreasonably. (d) If any condition in Section 9.5(b) is or becomes unsatisfied, conditioned or delayed). Notwithstanding the foregoing, (i) the Indemnified Party shall have may defend against, and consent to the right to pay entry of any judgment or settle any such claim; provided that, in such event, it shall waive any right to indemnity therefor by the Indemnifying Party. The Indemnifying Party shall not, except with the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), enter into any settlement unless (i) such settlement includes as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability with respect to such claim to, the Third-Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith); (ii) the only relief imposed against such Indemnifying Party will reimburse the Indemnified Party is promptly and periodically (but no less often than monthly) for the payment costs of monetary damages which are paid by defending against the Third-Party Claim, including attorneys’ fees and expenses; and (iii) the Indemnifying PartyParty shall remain responsible for any Losses the Indemnified Party may incur relating to or arising out of the Third-Party Claim to the fullest extent provided in this Article IX.

Third Party Claims. If a claim by a any third party is made against shall notify an Indemnified PartyParty with respect to any matter which may give rise to a Claim for indemnification against the Indemnifying Party under this Agreement, and if such then the Indemnified Party intends to seek indemnity with respect thereto under this Article VIII, such Indemnified Party, shall promptly notify Atlasthe Indemnifying Party thereof pursuant to Section 9.2(a); provided, if an APL however, that no delay on the part of the -------- ------- Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced by such failure to give notice. If the Indemnifying Party notifies the Indemnified Party within 30 days that it will assume the defense thereof: (i) the Indemnifying Party shall defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, or APL, if an Atlas ; (ii) the Indemnified Party may retain separate counsel at its sole cost and expense (Atlas or APL, as the case may be, the “Indemnifying Party”), of such claims. The failure to provide such notice shall not result in a waiver of any right to indemnification hereunder except to the extent that the Indemnifying Party is actually materially prejudiced by such failure. The Indemnifying Party shall have 30 days after receipt will be responsible for the fees and expenses of such notice the separate counsel to elect to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof (provided that the Indemnifying Party acknowledges in writing its obligation to indemnify extent the Indemnified Party in respect concludes based upon advice of such claim), and the Indemnified Party shall cooperate with it in connection therewith. Notwithstanding the foregoing, an Indemnified Party shall have the right to employ separate counsel at the Indemnifying Party’s expense if the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if exists between the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such that there may be one or more legal defenses available to the Indemnified Party notifies the Indemnifying Party in writing that it elects which are not available to employ separate counsel at the expense of the Indemnifying Party, or available to the Indemnifying Party, but the assertion of which would be adverse to the interest of the Indemnified Party); (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter if such judgment or settlement involves injunctive relief against, or an admission of wrongdoing affecting, or any economic detriment to, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable expenses of such counsel shall be at the expense of the Indemnifying Party). Notwithstanding the foregoing, in no event shall an Indemnifying Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay or settle any claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably); and (iv) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement which consent shall does not be unreasonably withheld, conditioned include a provision whereby the plaintiff or delayed). Notwithstanding claimant in the foregoing, matter releases the Indemnified Party shall have from all liability with respect thereto, without the right to pay or settle any such claim; provided that, in such event, it shall waive any right to indemnity therefor by the Indemnifying Party. The Indemnifying Party shall not, except with the written consent of the Indemnified Party (which consent shall not to be unreasonably withheldwithheld unreasonably). If the Indemnifying Party does not notify the Indemnified Party within 30 days that it will assume the defense thereof, conditioned then the Indemnified Party may defend against, or delayed), enter into any settlement unless (i) such settlement includes as an unconditional term thereof with respect to, the giving by the Person or Persons asserting such claim matter in any manner it reasonably may deem appropriate, without prejudice to all any of its rights hereunder. The Indemnified Parties an unconditional release from all liability Party shall be entitled to reimbursement of reasonable expenses included in Damages with respect to any Claim (including, without limitation, the cost of defense, preparation and investigation relating to such claim and (iiClaim) the only relief imposed against as such Indemnified Party is the payment of monetary damages which expenses are paid incurred by the Indemnifying Indemnified Party.

Third Party Claims. If a claim Promptly after receipt by any Purchaser Party or Company Party (in either case, an “Indemnified Party”) of notice of any demand, claim, or circumstances from a third party is made against an Indemnified Partywhich would or might give rise to a claim or the commencement of any Action in respect of which indemnity may be sought pursuant to Section 4.7(a), and if such Indemnified Party intends to seek indemnity with respect thereto under this Article VIII, such Indemnified Party, shall promptly notify Atlas, if an APL Indemnified Party, the applicable Purchaser or APL, if an Atlas Indemnified Party the Company (Atlas or APL, as the case may beapplicable, the “Indemnifying Party”)) in writing describing such Loss, including the amount thereof, if known, in such detail as is reasonably practicable and the Indemnifying Party shall have ten (10) calendar days after receipt of such claims. The notice to notify the Indemnified Party that it elects to assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, that the failure of any Indemnified Party so to provide such notice notify the Indemnifying Party shall not result in a waiver relieve the Indemnifying Party of any right to indemnification its obligations hereunder except to the extent that the Indemnifying Party is actually and materially and adversely prejudiced by such failurefailure to notify. The If the Indemnifying Party timely notifies the Indemnified Party of its election to assume the defense of such third party claim, the Indemnifying Party shall have 30 days after receipt of such notice to elect the right to undertake, conduct and control, through counsel of its own choosing the defense, conduct and at its own expense, the settlement or defense thereof (provided that the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in respect of such claim), third party claim and the Indemnified Party shall cooperate with it provide its reasonable cooperation, including providing reasonable access to records and personnel, to the Indemnifying Party in connection therewith. Notwithstanding the foregoingIn any such Action, an any Indemnified Party shall have the right to employ separate counsel at retain its own counsel, but the Indemnifying Party’s expense if the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party fees and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party). Notwithstanding Party and the foregoing, in no event shall an Indemnifying Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay or settle any claim without have mutually agreed to the prior written consent retention of such counsel, (ii) the Indemnifying Party shall have failed to assume the defense of such Action within such ten (10) calendar day period, or (iii) in the reasonable judgment of counsel to such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any Action effected without its written consent, which consent shall not be unreasonably withheld, conditioned delayed or delayed)conditioned. Notwithstanding Without the foregoing, the Indemnified Party shall have the right to pay or settle any such claim; provided that, in such event, it shall waive any right to indemnity therefor by the Indemnifying Party. The Indemnifying Party shall not, except with the prior written consent of the Indemnified Party, the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed), enter into effect any settlement of any pending or threatened Action in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless (i) such settlement includes as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties an unconditional release of such Indemnified Party from all liability with respect to arising out of such claim and (ii) the only relief imposed against such Indemnified Party is the payment of monetary damages which are paid by the Indemnifying PartyAction.

Third Party Claims. If a claim by a third (a) A party is made against entitled to indemnification hereunder (an “Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under this Article VIII, such Indemnified Party, ”) shall notify promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas Indemnified Party the indemnifying party (Atlas or APL, as the case may be, the “Indemnifying Party”), ) in writing of such claims. The failure to provide such notice shall not result in a waiver the commencement of any right action or proceeding with respect to which a claim for indemnification hereunder except may be made pursuant to the extent that the Indemnifying Party this Agreement. (b) In case any claim, action or proceeding is actually materially prejudiced by such failure. The Indemnifying Party shall have 30 days after receipt of such notice to elect to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof (provided that the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in respect of such claim), and the Indemnified Party shall cooperate with it in connection therewith. Notwithstanding the foregoing, brought against an Indemnified Party shall have the right to employ separate counsel at the Indemnifying Party’s expense if the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and to assume the defense thereof, to the extent that it elects chooses, with counsel reasonably satisfactory to employ separate counsel at the expense of such Indemnified Party, and after notice from the Indemnifying PartyParty to such Indemnified Party that it so chooses, the Indemnifying Party shall not have the right be liable to assume such Indemnified Party for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof and other than reasonable costs of investigation; provided, however, that: (i) if the Indemnifying Party fails to take reasonable expenses of steps necessary to defend diligently the action or proceeding within twenty (20) calendar days after receiving notice from such counsel Indemnified Party that the Indemnified Party reasonably believes it has failed to do so; or (ii) if such Indemnified Party who is a defendant in any claim or proceeding which is also brought against the Indemnifying Party reasonably shall have concluded that there may be at the expense of one or more legal defenses available to such Indemnified Party which are not available to the Indemnifying Party). Notwithstanding ; or (iii) if representation of both parties by the foregoingsame counsel is otherwise inappropriate under applicable standards of professional conduct, then, in no event shall an Indemnifying Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay or settle any claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoingsuch case, the Indemnified Party shall have the right to pay assume or settle any such claim; provided thatcontinue its own defense as set forth above (but with no more than one firm of counsel for all Indemnified Parties in each jurisdiction), in such event, it shall waive any right to indemnity therefor by and the Indemnifying Party. The Indemnifying Party shall not, except with the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), enter into liable for any settlement unless (i) such settlement includes as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability with respect to such claim and (ii) the only relief imposed against such Indemnified Party is the payment of monetary damages which are paid by the Indemnifying Partyexpenses therefor.

Third Party Claims. If a claim by a third party is made against an Indemnified Party, and if such An Indemnified Party intends shall give written notification to seek indemnity with respect thereto under the party obligated to provide indemnification pursuant to this Article VIII, such Indemnified Party, shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas Indemnified Party Agreement (Atlas or APL, as the case may be, the “Indemnifying Party”) of the commencement of any claim or demand made against an Indemnified Party by any Person who is not a party to this Agreement (and who is not an Affiliate of a party to this Agreement) (a “Third Party Action”), . Such notification shall be given within 20 days after receipt by the Indemnified Party of notice of such claims. The Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure to provide such notice on the part of the Indemnified Party in so notifying the Indemnifying Party shall not result in a waiver relieve the Indemnifying Party of any right to indemnification liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided, that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the ad damnum is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of a Third Party Action involving criminal liability or in which equitable relief is sought against 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 Action, 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 advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the non-controlling party with respect thereto. The non-controlling party shall furnish the controlling party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the controlling party in the defense of such Third Party Action. The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party is actually materially prejudiced by and the Indemnified Party have conflicting interests or different defenses available with respect to such failureThird Party Action. The Indemnifying Party shall have 30 days after receipt of such notice to elect to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof (provided that the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in respect of such claim), and the Indemnified Party shall cooperate with it in connection therewith. Notwithstanding the foregoing, an Indemnified Party shall have the right to employ separate counsel at the Indemnifying Party’s expense if the named parties not agree to any such proceeding (including settlement of, or the entry of any impleaded parties) include both such Indemnified judgment arising from, any Third Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable expenses of such counsel shall be at the expense of the Indemnifying Party). Notwithstanding the foregoing, in no event shall an Indemnifying Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay or settle any claim Action without the prior written consent of the Indemnifying Party (Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim; provided that, in such event, it shall waive any right to indemnity therefor by the Indemnifying Party. The Indemnifying Party shall not, except with provided; that the consent of the Indemnified Party (shall not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or judgment and such settlement or judgment includes a complete release of the Indemnified Party from further liability and has no other adverse effect on the Indemnified Party. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed), enter into any settlement unless (i) such settlement includes as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability with respect to such claim and (ii) the only relief imposed against such Indemnified Party is the payment of monetary damages which are paid by the Indemnifying Party.

Third Party Claims. If a claim by a third party is made against an Indemnified Party(a) The Indemnifier shall have the right, at its expense, to participate in or assume control of the negotiation, settlement or defence of any Third Party Claim and if the Indemnifier assumes control, it shall reimburse the Indemnified Person for all of the Indemnified Person’s reasonable out-of-pocket expenses prior to the time the Indemnifier assumed control. If the Indemnifier elects to assume such Indemnified Party intends to seek indemnity with respect thereto under this Article VIII, such Indemnified Party, shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas Indemnified Party (Atlas or APL, as the case may becontrol, the “Indemnifying Party”), of such claims. The failure to provide such notice shall not result in a waiver of any right to indemnification hereunder except to the extent that the Indemnifying Party is actually materially prejudiced by such failure. The Indemnifying Party shall have 30 days after receipt of such notice to elect to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof (provided that the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in respect of such claim), and the Indemnified Party shall cooperate with it in connection therewith. Notwithstanding the foregoing, an Indemnified Party Person shall have the right to employ separate participate in the negotiation, settlement or defense of such Third Party Claim and to retain counsel at to act on its behalf, provided that the Indemnifying Party’s expense if fees and disbursements of such counsel shall be paid by the Indemnified Person unless the Indemnifier consents to the retention of such counsel or unless the named parties to any such action or proceeding (including any impleaded parties) include both such Indemnified Party the Indemnifier and the Indemnifying Party, Indemnified Person and such representation of both the Indemnifier and the Indemnified Party shall have been advised Person by counsel that a conflict of interest is likely to exist if the same counsel were would be inappropriate due to represent actual or potential differing interests between them (such Indemnified Party and as the Indemnifying Party availability of different defences). (in which caseb) If the Indemnifier, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right having elected to assume such control, thereafter fails to defend the defense thereof and the Third Party Claim within a reasonable expenses of such counsel shall be at the expense of the Indemnifying Party). Notwithstanding the foregoing, in no event shall an Indemnifying Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay or settle any claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoingtime, the Indemnified Person shall be entitled to assume such control and the Indemnifier shall be bound by the results obtained by the Indemnified Person with respect to the Third Party Claim, subject to paragraph (d) of this Section 7.5. (c) If any Third Party Claim is of a nature such that the Indemnified Person is required by Applicable Law to incur losses or make a payment to any Person (a “Third Party”) with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Person shall promptly give the Indemnifier notice of the requirement with reasonable particulars then known to the Indemnified Person and thereafter may incur such Damages or make such payment and the Indemnifier shall, forthwith after demand by the Indemnified Person, reimburse the Indemnified Person for such payment. If the amount of any liability of the Indemnified Person under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount that was paid by the Indemnifier to the Indemnified Person, the Indemnified Person shall, forthwith after the receipt of the difference from the Third Party, pay the amount of such difference, together with any interest thereon paid by the Third Party to the Indemnified Person. In addition, the Indemnifier shall post all security required by any court, regulatory body or other authority having jurisdiction, including without limitation, for purposes of enabling the Indemnifier to contest any Third Party Claim. (d) If the Indemnifier fails to assume control of the defense of any Third Party Claim or defaults in respect of any of its obligations under this Section 7.5 with respect thereto, the Indemnified Person shall have the exclusive right to contest the amount claimed and may settle and pay or settle any the same on 14 days prior written notice to the Indemnifier and the Indemnifier shall, thereupon, be deemed to have agreed that such claim; provided that, in such event, it shall waive any right settlement is reasonable and may be agreed to indemnity therefor by the Indemnifying Party. The Indemnifying Party shall not, except with the consent Indemnified Person and all other Persons liable in respect of the Third Party Claim unless within such 14-day period the Indemnifier notifies the Indemnified Party Person that it is assuming or reassuming control of such defense and thereafter assumes or reassumes control of the defense and does not default. (which consent e) The Indemnified Person and the Indemnifier shall not be unreasonably withheld, conditioned or delayed), enter into any settlement unless (i) such settlement includes as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability co-operate fully with each other with respect to such claim Third Party Claims, and shall keep each other fully advised with respect thereto (ii) the only relief imposed against such Indemnified Party is the payment including supplying copies of monetary damages which are paid by the Indemnifying Partyall relevant documentation promptly as it becomes available).

Third Party Claims. If a claim (i) In the event that the Indemnified Party receives notice or otherwise learns of the assertion by a third party Person who is made against an Indemnified Partynot a member of either Group of any claim or the commencement of any Action (any such claim or Action, and if such Indemnified a “Third-Party intends to seek indemnity Claim”) with respect thereto to which the Indemnifying Party may be obligated to provide indemnification under this Article VIII6, the Indemnified Party shall give written notification to the Indemnifying Party of the Third-Party Claim. Such notification shall be given promptly after receipt by the Indemnified Party of notice of such Third-Party Claim, shall be accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party, ) and shall promptly notify Atlas, if an APL describe in reasonable detail (to the extent known by the Indemnified Party, or APL, if an Atlas ) the facts constituting the basis for such Third-Party Claim and the amount of the claimed Damages (to the extent they can be reasonably estimated by the Indemnified Party (Atlas based on available information); provided, however, that no delay or APL, as deficiency on the case may be, part of the “Indemnified Party in so notifying the Indemnifying Party”), of such claims. The failure to provide such notice Party shall not result in a waiver relieve the Indemnifying Party of any right to indemnification Liability or obligation hereunder except to the extent that the Indemnifying Party is actually materially prejudiced by such failuredelay or deficiency or to the extent the amount of any associated Damages is increased by such delay or deficiency. The If, and for so long as, (A) the Indemnifying Party shall have notifies the Indemnified Party as soon as practicable, but in no event later than 30 days days, after receipt delivery of such notice to elect to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof (provided notification that the Indemnifying Party acknowledges in writing its does not dispute the Indemnifying Party’s obligation to indemnify hereunder and desires to defend the Indemnified Party in respect of against such claim)Third-Party Claim, and (B) the Third-Party Claim (I) does not involve criminal liability or any admission of wrongdoing, (II) does not seek equitable relief or any other material non-monetary remedy against the Indemnified Party, (III) does not involve a claim which the Indemnified Party shall cooperate with it reasonably believes would have a material and adverse effect on the Indemnified Party’s business or (IV) is not one in connection therewith. Notwithstanding which the foregoingIndemnifying Party is also a party and, an in the opinion of the Indemnified Party’s outside counsel, joint representation would be inappropriate or there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, then except as hereinafter provided, such Indemnifying Party shall have the right to employ separate defend against such Third-Party Claim by appropriate proceedings with legal counsel at reasonably acceptable to the Indemnified Party, which proceedings shall be promptly settled or diligently prosecuted by the Indemnifying Party to a final conclusion. During any period in which the Indemnifying Party has not so assumed control of such defense, the Indemnified Party shall control such defense and is hereby authorized (but not obligated) prior to and during such period to file any motion, answer or other pleading and to take any other action which the Indemnified Party shall deem necessary or appropriate to protect the Indemnified Party’s expense interests. (ii) The Party not controlling such defense (the “Non-controlling Party”) may participate therein at its own expense; provided, however, that if the named parties to any Indemnifying Party assumes control of such proceeding (including any impleaded parties) include both such defense and the Indemnified Party concludes, upon advice of counsel, that the Indemnifying Party and the Indemnifying PartyIndemnified Party have conflicting interests or different defenses available with respect to such Third-Party Claim, the reasonable fees and such expenses of one additional counsel to the Indemnified Party shall be considered “Damages” for purposes of this Agreement. The Party controlling such defense (the “Controlling Party”) shall keep the Non-controlling Party reasonably advised 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. Subject to receiving a confidentiality undertaking from the Controlling Party and any redactions that the Non-controlling Party determines are advisable for purposes of maintaining privilege, the Non-controlling Party shall furnish the Controlling Party with such Information as it may have with respect to such Third-Party Claim (including copies of any summons, complaint or other pleading which may have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent served on such Indemnified Party and any written claim, demand, invoice, billing or other document evidencing or asserting the Indemnifying Party (in which case, if such Indemnified Party notifies same) and shall otherwise cooperate with and assist the Indemnifying Controlling Party in writing that it elects to employ separate counsel at the expense defense of the Indemnifying Party, the such Third-Party Claim. (iii) The Indemnifying Party shall not have agree to any settlement of, or the right to assume the defense thereof and the reasonable expenses entry of any judgment arising from, any such counsel shall be at the expense of the Indemnifying Party). Notwithstanding the foregoing, in no event shall an Indemnifying Third-Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay or settle any claim Claim without the prior written consent of the Indemnifying Party (Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing; provided, the Indemnified Party shall have the right to pay or settle any such claim; provided thathowever, in such event, it shall waive any right to indemnity therefor by the Indemnifying Party. The Indemnifying Party shall not, except with that the consent of the Indemnified Party shall not be required if (A) such settlement involves only the payment of monetary damages and the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or judgment, (B) such settlement or judgment includes a full, complete and unconditional release of the Indemnified Party and its Affiliates from further Liability and (C) such settlement involves no admission of wrongdoing by the Indemnified Party or its Affiliates. The Indemnified Party 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 Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed), enter into any settlement unless (i) such settlement includes as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability with respect to such claim and (ii) the only relief imposed against such Indemnified Party is the payment of monetary damages which are paid by the Indemnifying Party.

Third Party Claims. If a claim Promptly upon the receipt by a third party is made against an Indemnified Party, and if such Parent Indemnified Party intends to seek indemnity with respect thereto under this Article VIII, such Indemnified Party, shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas a Company Indemnified Party (Atlas a “Covered Indemnified Party”) of any notice of the commencement of any Action brought by a Person not a party hereto other than a claim for Taxes, which shall be governed by Article XIII (a “Third Party Claim”), such Covered Indemnified Party shall promptly, but in no event more than thirty (30) days following such Covered Indemnified Party’s receipt of a Third Party Claim, give notice of such Third Party Claim to the Designated Monitor (if such Covered Indemnified Party is a Parent Indemnified Party) or APL, as to Parent and the case may beDesignated Monitor (if such Covered Indemnified Party is a Company Indemnified Party) (the party receiving such notice, the “Indemnifying Party”; it being understood, in the case of any claim by a Parent Indemnified Party, that the Designated Monitor is authorized pursuant to Article XV to act in its capacity as Designated Monitor hereunder but that the Company Stockholders, and not the Designated Monitor (in its capacity as such), of such claims. The are the only Persons with any Liability to the Parent Indemnified Parties under this Article XII), but the failure to provide give such notice shall not result in a waiver relieve the Indemnifying Party or any indemnitor hereunder of any right Liability it may have to indemnification hereunder such Person, except to the extent that the Indemnifying Party (or such indemnitor) is actually materially prejudiced by thereby. If a Covered Indemnified Party gives such failure. The notice, the Indemnifying Party shall have 30 days after receipt Party, upon giving notice to such Covered Indemnified Party, will be entitled to assume the defense of such notice Third Party Claim with counsel reasonably satisfactory to elect to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof (provided that the Indemnifying Party acknowledges in writing its obligation to indemnify the Covered Indemnified Party in respect of such claim), and the Indemnified Party shall cooperate with it in connection therewith. Notwithstanding the foregoing, an Indemnified Party shall have the right to employ separate counsel at the Indemnifying Party’s sole cost and expense if the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (will be entitled to prosecute, appeal, negotiate, resolve, settle, compromise, arbitrate or otherwise pursue such Third Party Claim, in which casewhole or in part, if such Indemnified Party notifies subject to and in accordance with the provisions of this Agreement. If the Indemnifying Party in writing that it elects exercises its rights to employ separate counsel at assume the expense defense of the Indemnifying Partysuch Third Party Claim, the Indemnifying Party shall not have no obligation to indemnify or pay for or reimburse any Covered Indemnified Party for any attorneys’ fees or expenses incurred by the right to assume Covered Indemnified Party after the assumption of the defense thereof and of such Third Party Claim; provided, however, that the reasonable fees and expenses of such counsel shall be at the expense of the Indemnifying Party). Notwithstanding the foregoing, in no event shall an Indemnifying Party be required to pay the expenses of more than one (1) separate counselcounsel to all of the Covered Indemnified Parties involved in such Third Party Claim will be indemnifiable hereunder if, in the reasonable opinion of counsel to such Covered Indemnified Parties, (i) a conflict of interest exists between the Indemnifying Party and any Covered Indemnified Party or (ii) there may be legal defenses available to any Covered Indemnified Party that are different from or additional to those available to the Indemnifying Party. The Indemnified Indemnifying Party shall not pay or settle any claim agrees that it will not, without the prior written consent of the Covered Indemnified Party, settle, compromise or consent to the entry of any judgment in any pending or threatened Third Party Claim relating to the matters contemplated hereby if any Covered Indemnified Party is a party thereto or, to the knowledge of the Indemnifying Party (which or, in the case of the Company Stockholders, to the knowledge of the Designated Monitor, has been threatened to be made a party thereto, unless such settlement, compromise or consent shall includes an unconditional release of each such Covered Indemnified Party from all Liability arising or that may arise out of such Third Party Claim and provides solely for monetary relief satisfied or to be satisfied by the Indemnifying Party. If the Indemnifying Party does not be unreasonably withheldexercise such right to assume the defense, conditioned or delayed)the Covered Indemnified Party may assume the defense thereof by counsel of the Covered Indemnified Party’s choosing. Notwithstanding the foregoing, no Third Party Claim relating to Taxes may be settled, compromised or otherwise resolved without the Indemnified Party shall have consent of the right Surviving Corporation to pay the extent that such settlement, compromise or settle any such claim; provided thatother resolution would adversely affect Parent or its Subsidiaries, in such event, it shall waive any right to indemnity therefor by including the Indemnifying PartySurviving Corporation. The Indemnifying Party shall not, except not be liable for any Losses in connection with any settlement of any Third Party Claim by the consent of the Covered Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), enter into any settlement unless (i) such settlement includes as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability with respect to such claim and (ii) the only relief imposed against such Indemnified Party is the payment of monetary damages which are paid by without the Indemnifying Party’s prior written consent.

Third Party Claims. If a claim by a third party is made against an Indemnified Party, and if such (i) Any Indemnified Party intends seeking indemnification pursuant to seek indemnity this ARTICLE 10 in respect of any claim, demand or other Action asserted by any Person who is not a Party or an Affiliate thereof (a “Third-Party Claim”) shall give the Indemnifying Party from whom indemnification with respect thereto under this Article VIIIto such Third-Party Claim is sought prompt written notice of such Third-Party Claim; provided, such Indemnified Partyhowever, shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (Atlas or APL, as the case may be, the “Indemnifying Party”), of such claims. The failure to provide such notice shall not result in a waiver of any right to indemnification hereunder except and then solely to the extent that) the Indemnifying Party is actually and materially prejudiced thereby. Such written notice shall describe the facts and circumstances giving rise to such Third-Party Claim, the basis upon which indemnity is being sought, the amount or estimated amount of the Losses relating to such Third-Party Claim, if known or reasonably ascertainable at the time such claim is made (or if not then reasonably ascertainable, the maximum amount of such Losses reasonably estimated by the Indemnified Party), and the method of computation of such Losses, all with reasonable particularity and containing a reference to the provisions of this Agreement in respect of which the Indemnified Party is entitled to indemnification hereunder. (ii) The Indemnifying Party shall have the right to control the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party by notifying the Indemnified Party in writing within thirty (30) days after receipt of notice of the Third-Party Claim from the Indemnified Party that the Indemnifying Party is actually materially prejudiced by assuming the defense against such failureThird-Party Claim. The Indemnifying Party shall have 30 days after receipt of such notice to elect to undertake, conduct and control, through counsel of its own choosing and at its own expense, In the settlement or defense thereof (provided event that the Indemnifying Party acknowledges does deliver notice as prescribed in writing its obligation this Section 10.5(b)(ii) and thereby properly elects to indemnify conduct the defense of the subject Third-Party Claim: (A) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request; and (B) the Indemnifying Party shall not be obligated to post a bond or provide other security required in respect connection with such Third-Party Claim. In the event the Indemnifying Party fails to give notice of such claimits election to conduct the defense of a Third-Party Claim within the time and as prescribed in this Section 10.5(b)(ii) or otherwise may not assume the defense of the Third-Party Claim pursuant to this Section 10.5(b)(ii), and then the Indemnified Party shall cooperate with it in connection therewith. Notwithstanding the foregoing, an Indemnified Party shall have the right to employ separate counsel at control such defense. The party controlling the Indemnifying Party’s expense if defense of any Third-Party Claim shall deliver, or cause to be delivered, to the named other parties copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to any such proceeding (including any impleaded parties) include both such Indemnified or submitted in connection with the defense of the Third-Party Claim, and timely notices of, and the Indemnifying Party, and such Indemnified right to participate in (as an observer) any hearing or other court proceeding relating to the Third-Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and Claim. (iii) So long as the Indemnifying Party provides proper notice under Section 10.5(b)(ii): (in which case, if such Indemnified Party notifies A) the Indemnifying Party may conduct the defense of the Third-Party Claim in writing accordance with Section 10.5(b)(ii); (B) the Indemnified Party may retain separate co-counsel at its sole cost and expense (which, for the avoidance of doubt, shall include all legal fees and similar expenses incurred in the defense of such Third-Party Claim) and participate in the defense of the Third-Party Claim; provided, however, that it elects the Indemnified Party will be entitled to employ participate in any such defense with separate counsel at the expense of the Indemnifying Party if: (I) so requested by the Indemnifying Party to participate or (II) in the reasonable written opinion of counsel to the Indemnified Party, a conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; provided further, however, that the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable expenses of such counsel shall be at the expense of the Indemnifying Party). Notwithstanding the foregoing, in no event shall an Indemnifying Party be required to pay the expenses of for more than one (1) separate counsel. The such counsel for all Indemnified Parties in connection with any Third-Party shall not pay or settle any claim Claim; and (C) the Indemnifying Party will not, without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim; provided that, in such event, it shall waive any right to indemnity therefor by the Indemnifying Party. The Indemnifying Party shall not, except with the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), consent to the entry of any judgment or enter into any settlement unless with respect to the Third-Party Claim which: (i1) such settlement includes as an unconditional term thereof does not include a provision whereby the giving by plaintiff or claimant in the Person or Persons asserting such claim to all matter releases the Indemnified Parties an unconditional release Party from all liability with respect to such claim and thereto; (ii2) would result in (a) the only imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party, or (b) a finding or admission of a violation of applicable Law by the Indemnified Party; or (3) imposes an injunction or other equitable relief imposed against such upon the Indemnified Party. (iv) Notwithstanding the foregoing, if a settlement offer solely for money damages is made by the claimant in the applicable Third-Party Claim, and the Indemnifying Party notifies the Indemnified Party is in writing of the payment Indemnifying Party’s willingness to accept the settlement offer and, subject to the applicable limitations of monetary damages which are paid this ARTICLE 10, pay the amount called for by such offer, and the Indemnified Party declines to accept such offer, the Indemnified Party may continue to contest such Third-Party Claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Third-Party Claim that the Indemnifying Party has an obligation to pay hereunder shall be limited to the amount of the settlement offer that the Indemnified Party declined to accept.

Third Party Claims. If a any party (the “Indemnified Party”) receives written notice of the commencement of any Proceeding or the assertion of any claim by a third party is made against an Indemnified Partyor the imposition of any penalty or assessment (in each case other than with respect to Taxes) for which indemnity may be sought under Section 9.01 or Section 9.02 (a “Third Party Claim”), and if such Indemnified Party intends to seek indemnity with respect thereto under pursuant to this Article VIIIIX, such the Indemnified Party, Party shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas Indemnified Party (Atlas or APL, as but no later than 30 days after receiving such notice) provide the case may be, other party (the “Indemnifying Party”) with written notice of such Third Party Claim, stating the nature, basis, the amount thereof (to the extent known or estimated, which amount shall not be conclusive of the final amount of such Third Party Claim), the method of computation thereof (to the extent known or estimated), any other remedy sought thereunder, any relevant time constraints relating thereto, and, to the extent practicable, any other material details pertaining thereto, along with copies of the relevant documents evidencing such claimsThird Party Claim and the basis for indemnification sought. The failure Failure of the Indemnified Party to provide give such notice shall will not result in a waiver of any right to relieve the Indemnifying Party from its indemnification hereunder obligations hereunder, except to the extent that the Indemnifying Party is actually materially prejudiced by such failurethereby. The Indemnifying Party shall will have 30 45 days after from receipt of any such notice of a Third Party Claim to elect give notice to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof (provided that the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in respect whether it is assuming and controlling the defense, appeal or settlement proceedings thereof with counsel of such claim), and the Indemnified Party shall cooperate with it in connection therewith. Notwithstanding the foregoing, an Indemnified Party shall have the right to employ separate counsel at the Indemnifying Party’s expense if the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and choice. So long as the Indemnifying Party has assumed the defense, appeal or settlement proceedings of the Third Party Claim in accordance herewith, (in which case, if such i) the Indemnified Party notifies the Indemnifying Party in writing that it elects to employ may retain separate co-counsel at its sole cost and expense and participate in (but not control) the expense defense, appeal or settlement proceedings of the Indemnifying PartyThird Party Claim, (ii) the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable expenses of such counsel shall be at the expense of the Indemnifying Party). Notwithstanding the foregoing, in no event shall an Indemnifying Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall will not pay admit any liability, file any papers or settle consent to the entry of any claim judgment or enter into any settlement agreement, compromise or discharge with respect to the Third Party Claim without the prior written consent of the Indemnifying Party and (iii) the Indemnifying Party will not admit to any wrongdoing by the Indemnified Party. The Indemnifying Party shall have the right to settle any Third Party Claim for which it obtains a full release of the Indemnified Party with respect to such Third Party Claim or to which settlement the Indemnified Party consents in writing (such consent shall not to be unreasonably withheld, conditioned or delayed). Notwithstanding As to any Third Party Claim with respect to which the foregoingIndemnifying Party does not elect to assume control of the defense, the Indemnified Party shall have will afford the right Indemnifying Party an opportunity to pay participate in such defense, at its cost and expense, and will consult with the Indemnifying Party prior to settling or settle otherwise disposing of any of the same. The parties will act in good faith in responding to, defending against, settling or otherwise dealing with Third Party Claims. The parties will also cooperate in any such claim; provided thatdefense, in appeal or settlement proceedings, and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party has assumed the defense, appeal or settlement proceedings with respect to a Third Party Claim, such event, it shall waive Indemnifying Party will not be obligated to indemnify the Indemnified Party hereunder for any right settlement entered into or any judgment that was consented to indemnity therefor by the Indemnified Party without the Indemnifying Party. The Indemnifying Party shall not, except with the ’s prior written consent of the Indemnified Party (which such consent shall not to be unreasonably withheld, conditioned or delayed), enter into any settlement unless (i) such settlement includes as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability with respect to such claim and (ii) the only relief imposed against such Indemnified Party is the payment of monetary damages which are paid by the Indemnifying Party.

Third Party Claims. (a) If a claim by a third party is made against an any Indemnified PartyParty (a Third Party Claim), and if such Indemnified Party party intends to seek indemnity with respect thereto under this Article VIII7, such Indemnified Party, Party shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas Indemnified the Indemnifying Party (Atlas or APL, as the case may be, the “Indemnifying Party”), of such claims. The Third Party Claim; provided, that the failure to provide such notice so notify shall not result in a waiver relieve the Indemnifying Party of any right to indemnification hereunder its obligations hereunder, except to the extent that the Indemnifying Party is actually materially prejudiced by such failurethereby. The Indemnifying Party shall have 30 thirty (30) days after receipt of such notice to elect to undertake, assume the conduct and control, through counsel reasonably acceptable to the Indemnified Party at the expense of its own choosing and at its own expensethe Indemnifying Party, of the settlement or defense thereof of such Third Party Claim; provided, that (provided i) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party; provided, that the fees and expenses of such counsel shall be borne by such Indemnified Party; provided, further, that the Indemnifying Party acknowledges in writing its obligation shall not be entitled to indemnify assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party if (A) such Third Party Claim for indemnification relates to or arises in respect connection with any criminal proceeding, action, indictment, allegation or investigation; (B) such Third Party Claim seeks an injunction or equitable relief against the Indemnified Party and does not otherwise seek monetary damages; (C) the Indemnified Party has been advised in writing by counsel that there is an actual conflict of such claim), interest between the Indemnifying Party and the Indemnified Party; or (D) upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party shall cooperate with it in connection therewith. Notwithstanding the foregoing, an failed or is failing to vigorously prosecute or defend such Third Party Claim. (b) Any Indemnified Party shall have the right to employ separate counsel in any such action or claim and to participate in the defense of such Third Party Claim, but the fees and expenses of such counsel shall not be at the expense of the Indemnifying Party’s expense if Party unless (i) the Indemnifying Party shall have failed, or is not entitled, to assume the defense of such Third Party Claim in accordance with Section 7.7(a), or (ii) the named parties to any such proceeding action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, Party and such Indemnified Party shall have been advised in writing by such counsel that a conflict of interest is likely there may be one (1) or more legal defenses available to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects are not available to employ separate counsel at the expense of the Indemnifying Party, or available to the Indemnifying Party shall not have the right assertion of which would be adverse to assume the defense thereof and the reasonable expenses of such counsel shall be at the expense interests of the Indemnifying Indemnified Party). Notwithstanding the foregoing, in no event shall an Indemnifying Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay or settle any claim such Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall Party, not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claimThird Party Claim; provided thatprovided, that in such event, event it shall waive any right to indemnity therefor by the Indemnifying Party for such Third Party Claim, and the related settlement payments or other actions taken in settlement shall not constitute “Losses” under this Agreement. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after the receipt of the Indemnified Party. ’s notice of a Third Party Claim of indemnity hereunder that it elects to undertake the defense thereof, the Indemnified Party shall have the right to contest, settle or compromise the Third Party Claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. (d) The Indemnifying Party shall not, except with the consent of the Indemnified Party (which consent shall Party, not to be unreasonably withheld, conditioned or delayed), enter into any settlement unless such settlement (i) such settlement is entirely indemnifiable by the Indemnifying Party pursuant to this Article 7, (ii) includes as an unconditional term thereof the giving by the Person person or Persons persons asserting such claim Third Party Claim to all Indemnified Parties of an unconditional release from all liability Liabilities with respect to such claim Third Party Claim or consent to entry of any judgment and (iiiii) does not impose any injunctive relief or other restrictions of any kind or nature on any Indemnified Party. (e) The Indemnifying Party and the only relief imposed against such Indemnified Party is shall cooperate with each other in all reasonable respects in connection with the payment defense of monetary damages which are paid by any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense to the Indemnifying PartyParty and/or its counsel, such employees of the Indemnified Party as may be reasonably necessary for the preparation of the defense of any such Third Party Claim or for testimony as witnesses in any proceeding relating to such Third Party Claim.

Third Party Claims. If a claim by a third party is made against an Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under this Article VIII, such Indemnified Party, shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas Indemnified Party (Atlas or APL, as the case may be, the “Indemnifying Party”), of such claims. The failure to provide such notice shall not result in a waiver of any right to indemnification hereunder except to the extent that the Indemnifying Party is actually materially prejudiced by such failure. a) The Indemnifying Party shall have 30 days after receipt of such notice to elect to undertakethe right, conduct and control, through counsel of its own choosing and at its own expense, to participate in or, if it acknowledges its liability for the Third Party Claim, assume control of the negotiation, settlement or defense thereof (provided that defence of any Third Party Claim for damages and if the Indemnifying Party acknowledges in writing its obligation to indemnify assumes control, it shall reimburse the Indemnified Party in respect for all of such claim), and the Indemnified Party’s out-of-pocket costs and expenses incurred prior to the time the Indemnifying Party shall cooperate with it in connection therewithassumed control. Notwithstanding If the foregoingIndemnifying Party elects to assume such control, an the Indemnified Party shall have the right to employ separate participate in the negotiation, settlement or defence of such Third Party Claim and to retain counsel at to act on its behalf, provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party (and will not constitute an indemnifiable Loss under this Article 8) unless in the reasonable opinion of the Indemnified Party on the advice of its counsel, representation of both the Indemnifying Party’s expense if Party and the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and by the same counsel would be inappropriate due to actual or potential differing interests between them (such as the availability of different defences). (b) If the Indemnifying Party, and having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable time, the Indemnified Party shall have been advised by counsel that a conflict of interest is likely be entitled to exist if the same counsel were to represent assume such Indemnified Party control and the Indemnifying Party (in which case, if such shall be bound by the results obtained by the Indemnified Party notifies with respect to the Third Party Claim. (c) If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a “Third Party”) with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party in writing shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under such Third Party Claim, as finally determined, is less than the amount that it elects was paid by the Indemnifying Party to employ separate counsel at the expense Indemnified Party, the Indemnified Party shall, forthwith after the receipt of the difference from the Third Party, pay the amount of such difference, together with any interest thereon paid by the Third Party to the Indemnified Party, to the Indemnifying Party. In addition, the Indemnifying Party shall post all security required by any court, regulatory body or other authority having jurisdiction, including for purposes of enabling the Indemnifying Party to contest any Third Party Claim. (d) Notwithstanding the foregoing, the Indemnifying Party shall not have the right be entitled to assume the defense thereof negotiation, settlement or defence of the Third Party Claim (unless otherwise agreed to in writing by the Indemnified Party) and shall reimburse the Indemnified Party for the reasonable, documented out-of-pocket fees and expenses of counsel retained by the Indemnified Party if (i) the Claim for indemnification relates to or arises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation; (ii) the Claim for indemnification relates to the Seller Tax Representations or is made under Section 8.2(c) or 8.2(f) (iii) the Claim seeks an injunction or equitable relief against the Indemnified Party; (iv) the Indemnified Party has been advised in writing by outside counsel that there exists an actual conflict of interest between the Indemnifying Party and the reasonable expenses of such counsel shall be at Indemnified Party; or (v) the expense of Claims relates to a Material Contract, Material Supplier or Material Customer. Moreover, the Indemnifying Party). Notwithstanding the foregoing, in no event shall an Indemnifying if a Seller, will not settle, compromise or pay any Third Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay or settle any claim Claim without the prior consent of the Purchaser Indemnified Party unless the settlement (A) includes a complete release of the Purchaser Indemnified Parties without payment of any amount by any Purchaser Indemnified Party, and (B) does not include a finding or admission of wrongdoing on the part of any Purchaser Indemnified Party. If the Indemnified Party has assumed the defence under Section 8.9(d), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned withheld or delayed). Notwithstanding . (e) If the foregoingIndemnifying Party fails to assume control of the defence of any Third Party Claim or defaults in respect of any of its obligations under this Section 8.9 with respect thereto, the Indemnified Party shall have the exclusive right to contest the amount claimed and may settle and pay or settle any the same on 14 days’ prior written notice to the Indemnifying Party and the Indemnifying Party shall, thereupon, be deemed to have agreed that such claim; provided that, in such event, it shall waive any right settlement is reasonable and may be agreed to indemnity therefor by the Indemnified Party and all other Persons liable in respect of the Third Party Claim unless within such 14-day period the Indemnifying PartyParty notifies the Indemnified Party that it is assuming or reassuming control of such defence and thereafter assumes or reassumes such control and does not default. (f) The Indemnified Party and the Indemnifying Party shall co-operate fully with each other with respect to Third Party Claims, and shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available). The Indemnifying Party shall not, except with the consent of and the Indemnified Party shall make all reasonable efforts to make available to the party which is undertaking and controlling the defence of any Third Party Claim (which consent shall not be unreasonably withheldfor the purposes of this paragraph, conditioned or delayedthe “Defending Party”), enter into any settlement unless (i) such settlement includes as an unconditional term thereof those employees whose assistance, testimony or presence is necessary to assist the giving by the Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability with respect to such claim Defending Party in evaluating and in defending any Third Party Claim; and (ii) all documents, records and other materials in the only relief imposed against such Indemnified possession of that Party is the payment of monetary damages which are paid reasonably required by the Indemnifying PartyDefending Party for its use in defending any Third Party Claim, in each case subject to the Access Principles.

Third Party Claims. If a claim by a third party is made against an Indemnified Party, and if such (a) The Indemnified Party intends agrees to seek indemnity with respect thereto under this Article VIII, such Indemnified Party, shall promptly notify Atlas, if an APL Indemnified Partygive the Indemnifying Party notice in writing of the assertion of any claim or demand made by, or APLany other Action instituted by, if an Atlas Indemnified any Person not a Party to this Agreement (Atlas or APLa “Third Party Claim”) in respect of which indemnity may be sought under Section 7.1 in accordance with the notice procedures set forth in Section 7.2; provided, as however, that any delay in delivering any Indemnification Notice will not affect the case may beindemnification provided hereunder, the “Indemnifying Party”), of such claims. The failure to provide such notice shall not result in a waiver of any right to indemnification hereunder except to the extent the Indemnifying Party will have been materially prejudiced as a result of such delay. From and after the delivery of a Indemnification Notice with respect to a Third Party Claim, the Indemnified Party will deliver to the Indemnifying Party, within ten (10) Business Days after the Indemnified Party's receipt thereof, true, correct and complete copies of all material notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. Any CIE Claim shall be considered a Third Party Claim for purposes of the procedures set forth in this Section 7.3, it being the intent of the parties that Seller will assume the defense and settlement of any CIE Claim; provided that in such event, Seller will use reasonable best efforts not to create any bad faith exposure for Buyer, and, for the avoidance of doubt, if any such exposure is created that results in Losses to any of the Buyer Indemnified Parties, Seller will indemnify Buyer Indemnified Parties for such Losses pursuant to Section 7.1(a)(ii). (b) (i) With respect to a Third Party Claim, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so elects, to assume the defense thereof, unless such Third Party Claim is reasonably likely to materially and adversely affect the Indemnified Party and/or the Indemnified Party's Affiliates other than as a result of monetary damages. Unless the Indemnified Party will have notified the Indemnifying Party of the existence of the condition set forth in the preceding sentence, the Indemnifying Party will have thirty (30) days (or such lesser number of days set forth in the Indemnification Notice as may be required by any Governmental Entity, any court or arbitration proceedings, or any regulatory inquiry or investigation) from receipt of the Indemnification Notice with respect to a Third Party Claim (the “Defense Notice Period”) to notify the Indemnified Party of its election to assume the defense of such Third Party Claim. All Losses incurred by the Indemnified Party prior to any assumption by the Indemnifying Party of the defense of a Third Party Claim will be reimbursed by the Indemnifying Party to the extent the Indemnifying Party is actually materially prejudiced required to indemnify and hold harmless the Indemnified Party from, against and in respect of Losses incurred or suffered by the Indemnified Party to the extent arising from such failureThird Party Claim. The Indemnifying Party shall have 30 days after receipt of such notice to elect to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof (provided that If the Indemnifying Party acknowledges in writing its obligation to indemnify notifies the Indemnified Party in respect of within the Defense Notice Period that it elects to defend such claim)Third Party Claim, and the Indemnified Party shall cooperate with it in connection therewith. Notwithstanding the foregoing, an Indemnified Party shall will have the right to employ separate so defend at its expense, with counsel at the Indemnifying Party’s expense if the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised selected by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such that is reasonably acceptable to the Indemnified Party notifies Party. Once the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume has duly assumed the defense thereof and the reasonable expenses of such counsel shall be at the expense of the Indemnifying Party). Notwithstanding the foregoing, in no event shall an Indemnifying a Third Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay or settle any claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoingClaim, the Indemnified Party shall will have the right right, but not the obligation, to pay participate in the defense thereof, including the opportunity to participate in any discussions or settle correspondence with any such claim; provided thatGovernmental Entity, in such event, it shall waive any right and to indemnity therefor employ counsel separate from the counsel employed by the Indemnifying Party. The Indemnified Party will participate in any such defense at its own expense unless (A) the Indemnifying Party shall not, except with the consent of and the Indemnified Party are both named parties to the proceedings and a Governmental Entity, arbitrator or arbitration panel, as applicable, with jurisdiction over the proceedings at issue will have determined that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or the availability to the Indemnified Party of 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 thereof or (which consent shall not be unreasonably withheldB) the Indemnified Party assumes the defense of a Third Party Claim after the Indemnifying Party has failed to diligently pursue a Third Party Claim it has assumed, conditioned and in the case of (A) or delayed(B), enter into any settlement unless (i) all such settlement includes as an unconditional term thereof the giving expenses incurred by the Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability with respect to such claim and (ii) the only relief imposed against such Indemnified Party is the payment of monetary damages which are paid in connection with such participation will be borne by the Indemnifying Party. Each Party will reasonably cooperate in the defense or prosecution of a Third Party Claim. Such cooperation will include the retention and, upon the Indemnifying Party's request, the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (ii) In the event the Indemnifying Party (x) elects not to defend the Indemnified Party against a Third Party Claim, whether by not giving the Indemnified Party timely notice of its desire to so defend or otherwise; (y) is not entitled to defend the Third Party Claim as a result of the Indemnified Party's election to defend the Third Party Claim as provided in Section 7.3(b)(i); or (z) after assuming the defense of a Third Party Claim, fails to conduct the defense of such Third Party Claim in a reasonably diligent manner within twenty (20) days after receiving written notice from the Indemnified Party to the effect that the Indemnifying Party has so failed, the Indemnified Party will have the right but not the obligation to assume its own defense; it being understood that the Indemnified Party's right to indemnification for such Third Party Claim will not be adversely affected by assuming the defense of such Third Party Claim.

Third Party Claims. If a claim by a The obligations of an Indemnifying Party under this Section 11.02 with respect to Damages arising from claims of any third party is made against an Indemnified Partythat are subject to indemnification as provided for in Section 11.02(a) or Section 11.02(b) (a “Third Party Claim”) shall be governed by and be contingent upon the following additional terms and conditions: (i) At its option, and if such the Indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party intends to seek indemnity with respect thereto under this Article VIII, such Indemnified Party, shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas Indemnified Party within thirty (Atlas or APL, as 30) days after the case may be, the “Indemnifying Party”), ’s receipt of such claimsan Indemnification Claim Notice. The failure to provide such notice assumption of the defense of a Third Party Claim by the Indemnifying Party shall not result in a waiver of any right to indemnification hereunder except to the extent be construed as an acknowledgment that the Indemnifying Party is actually materially prejudiced liable to indemnify any Indemnitee in respect of the Third Party Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnitee’s claim for indemnification. Failure by the Indemnifying Party to notify the Indemnified Party of its election to defend any such failure. The action within thirty (30) days after notice thereof shall have been given to the Indemnifying Party shall have 30 days after receipt of such notice to elect to undertake, conduct and control, through counsel be deemed a waiver by the Indemnifying Party of its own choosing and at its own expenseright to defend such action. Upon assuming the defense of a Third Party Claim, the Indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the Indemnifying Party that is reasonably acceptable to the Indemnified Party. In the event the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall promptly deliver to the Indemnifying Party all original notices and documents (including court papers) received by any Indemnitee in connection with the Third Party Claim. Should the Indemnifying Party assume the defense of and continue to defend a Third Party Claim with counsel reasonably acceptable to the Indemnified Party, except as provided in subsection (ii) below, the Indemnifying Party shall not be liable to the Indemnified Party or any other Indemnitee for any legal expenses subsequently incurred by such Indemnified Party or other Indemnitee in connection with the analysis, defense or settlement or defense thereof (provided of the Third Party Claim. In the event that it is ultimately determined that the Indemnifying Party acknowledges in writing its obligation is not obligated to indemnify indemnify, defend or hold harmless an Indemnitee from and against the Indemnified Third Party in respect of such claim)Claim, and the Indemnified Party shall cooperate reimburse the Indemnifying Party for any and all costs and expenses (including attorneys’ fees and costs of suit) and any Damages incurred by the Indemnifying Party in its defense of the Third Party Claim with it respect to such Indemnitee. (ii) Without limiting Section 11.02(d)(i), any Indemnitee shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment of separate legal counsel shall be at the Indemnitee’s own expense unless (A) the employment thereof has been specifically authorized by the Indemnifying Party in connection therewith. Notwithstanding writing, (B) the foregoing, an Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 11.02(d)(i) (in which case the Indemnified Party shall have control the right to employ separate counsel at the Indemnifying Party’s expense defense) or (C) if the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party are both named parties to the proceeding and the Indemnified Party has reasonably concluded that there may be one or more legal defenses that are different from or in addition to those available to the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, case the Indemnifying Party shall not have the right to assume the defense thereof of such action on behalf of the Indemnified Party and the reasonable Indemnifying Party shall be liable for all legal expenses incurred by the Indemnified Party in furtherance thereof). The Indemnifying Party shall not, in the defense of a claim or any litigation resulting therefrom, consent to entry of any judgment, except with the written consent of the Indemnified Party, or enter into any settlement except with the written consent of the Indemnified Party, which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such counsel claim or litigation. (iii) With respect to any Damages relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnitee’s becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnitee in any manner, and as to which the Indemnifying Party shall have acknowledged in writing the obligation to indemnify the Indemnitee hereunder, the Indemnifying Party shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages, on such terms as the Indemnifying Party, in its sole discretion, shall deem appropriate. With respect to all other Damages in connection with Third Party Claims, where the Indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 11.02(d)(i), the Indemnifying Party shall not have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Damages unless it obtains the prior written consent of the Indemnified Party (which consent shall not be at unreasonably withheld, conditioned or delayed). The Indemnifying Party shall not be liable for any settlement or other disposition of Damages by an Indemnitee that is reached without the expense written consent of the Indemnifying PartyParty (which consent shall not be unreasonably withheld or delayed). Notwithstanding Regardless of whether the foregoing, in no event shall an Indemnifying Party be required chooses to pay the expenses of more than one (1) separate counsel. The Indemnified defend or prosecute any Third Party Claim, no Indemnitee shall not pay admit any liability with respect to, or settle settle, compromise or discharge, any claim Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding . (iv) Regardless of whether the foregoingIndemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party shall, and shall have cause each other Indemnitee to, cooperate in the right defense or prosecution thereof and shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours afforded to pay or settle any such claim; provided thatthe Indemnifying Party to, in such event, it shall waive any right to indemnity therefor and reasonable retention by the Indemnifying PartyIndemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall not, except with the consent of reimburse the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), enter into for all its reasonable costs and expenses in connection with any settlement unless (i) such settlement includes as an unconditional term thereof of the giving by the Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability with respect to such claim and (ii) the only relief imposed against such Indemnified Party is the payment of monetary damages which are paid by the Indemnifying Partyforegoing.

Third Party Claims. (i) If any Person who is not a Party (or an Affiliate thereof) notifies any Indemnified Party with respect to any matter (a “Third Party Claim”) that could be reasonably expected to give rise to a claim by a third party is made against an Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto for indemnification against any Indemnifying Party under this Article VIIIAgreement, such then the Indemnified Party, Party shall promptly notify Atlasthe Indemnifying Party by delivering an Indemnification Certificate thereto; provided, if an APL Indemnified Partyhowever, or APL, if an Atlas Indemnified Party (Atlas or APL, as that the case may be, the “Indemnifying Party”), of such claims. The failure to provide such notice so notify the Indemnifying Party shall not result in a waiver relieve the Indemnifying Party of any right to indemnification its obligations hereunder except to the extent such failure shall have materially prejudiced the Indemnifying Party (except that the Indemnifying Party will not be liable for any expenses incurred by the Indemnified Party during the period in which the Indemnified Party failed to give such Notice), it being understood and agreed that the failure of the Indemnified Party to so notify the Indemnifying Party prior to settling a Third Party Claim (whether by paying a claim or executing a binding settlement agreement with respect thereto) or the entry of a judgment or issuance of an award with respect to a Third Party Claim shall constitute actual prejudice to the Indemnifying Party’s ability to defend against such Third Party Claim. Thereafter, the Indemnified Party will deliver to the Indemnifying Party, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received or transmitted by the Indemnified Party relating to the Third Party Claim. (ii) The Indemnifying Party will have the right to participate in or assume the defense of any Third Party Claim with counsel of the Indemnifying Party’s choice, reasonably satisfactory to the Indemnified Party, so long as (A) the Indemnifying Party notifies the Indemnified Party, within ten (10) days after the Indemnified Party has given Notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is actually materially prejudiced assuming the defense of such Third Party Claim and will indemnify the Indemnified Party against such Third Party Claim in accordance with this Article 8, (B) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party has and will at all times continue to have the financial resources to defend the Third Party Claim (including any increased losses caused by such failure. The defense) and fulfill its indemnification obligations hereunder with respect thereto, (C) the Indemnifying Party shall have 30 days after receipt conducts the defense of such notice to elect to undertake, conduct the Third Party Claim actively and control, through counsel of its own choosing diligently and at its own costs and expense, and (D) the settlement Third Party Claim does not involve injunctive relief, specific performance or other similar equitable relief, any Claim in respect of Taxes, any Governmental Authority or any potential damage to the goodwill or reputation of SEARHC, the goodwill or reputation of the City, or the Business. (iii) So long as the conditions set forth in Section 8.3(b)(ii) are and remain satisfied, then (A) the Indemnifying Party may conduct the defense thereof of the Third Party Claim in accordance with Section 8.3(b)(ii), (provided B) the Indemnified Party may retain separate co- counsel at its sole cost and expense to participate in the defense of the Third Party Claim, it being understood that the Indemnifying Party acknowledges will control such defense subject to the limitations set out in writing its obligation to indemnify this Section 8.3(b), (C) the Indemnified Party in will not consent to the entry of any judgment or enter into any settlement with respect of such claim), and to the Indemnified Third Party shall cooperate with it in connection therewith. Notwithstanding the foregoing, an Indemnified Party shall have the right to employ separate counsel at the Indemnifying Party’s expense if the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable expenses of such counsel shall be at the expense of the Indemnifying Party). Notwithstanding the foregoing, in no event shall an Indemnifying Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay or settle any claim Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim; provided that, in such event, it shall waive any right to indemnity therefor by the Indemnifying Party. The Indemnifying Party shall not, except with the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), (D) the Indemnifying Party will not consent to the entry of any judgment with respect to the Third Party Claim, or enter into any settlement unless (i) such settlement includes as settlement, which either imposes an unconditional term thereof injunction or other equitable relief upon the giving by Indemnified Party or does not include a provision whereby the Person plaintiff or Persons asserting such claim to all claimant in the matter releases the Indemnified Parties an unconditional release Party from all liability Liability with respect to such claim thereto, and (iiE) the only relief imposed against such Indemnified Party is the payment of monetary damages which are paid by shall, at the Indemnifying Party’s request and at the Indemnifying Party’s expense, cooperate in the defense of the matter.

Third Party Claims. If The obligations and liabilities of an Indemnifying Party with respect to Losses resulting from the assertion of liability by third parties (each, a claim “Third Party Claim”) shall be subject to the following terms and conditions: (a) The Indemnified Parties shall promptly give written notice (a “Claim Notice”) to the Indemnifying Parties of any Third Party Claim that might give rise to any Loss by a third party is made against an the Indemnified PartyParties, stating in reasonable detail the nature and basis of such Third Party Claim, and if such Indemnified Party intends to seek indemnity with respect thereto under this Article VIII, such Indemnified Party, shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas Indemnified Party (Atlas or APL, as the case may be, the “Indemnifying Party”), of such claims. The failure to provide such notice shall not result in a waiver of any right to indemnification hereunder except amount thereof to the extent known (the “Claimed Amount”); provided, however, that no delay on the part of the Indemnified Parties in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is actually materially prejudiced thereby. Such notice shall be accompanied by copies of all relevant documentation with respect to such failure. The Indemnifying Third Party shall Claim, including any summons, complaint or other pleading which may have 30 days been served, any written demand or any other document or instrument. (b) From and after receipt of such notice of a Third Party Claim pursuant to elect Section 7.3(b), the Indemnifying Parties shall have the right to undertakeconduct, conduct and control, through counsel of its own choosing and at its their own expense, the settlement defense against the Third Party Claim in their own names or defense thereof in the names of the Indemnified Parties, using counsel of their choice reasonably satisfactory to the Indemnified Parties so long as (provided i) the Indemnifying Parties notify the Indemnified Parties in writing within 20 days after the Indemnified Parties have given notice of the Third Party Claim and that the Indemnifying Party acknowledges in writing its obligation to Parties will indemnify the Indemnified Parties to the extent provided under this Article VII, (ii) the Third Party in respect of such claim)Claim involves only money damages and does not seek an injunction or similar equitable relief, and (iii) the Indemnifying Parties conduct the defense of the Third party Claim actively and diligently. Any Indemnified Party shall cooperate with it in connection therewith. Notwithstanding the foregoing, an Indemnified Party Parties shall have the right to employ separate counsel at the Indemnifying Party’s expense if the named parties to in any such proceeding (including Third Party Claim and/or to participate in the defense thereof, in each case at their own expense. The party or parties conducting the defense of any impleaded parties) include both such Indemnified Third Party Claim shall keep the other parties apprised of all significant developments with respect thereto and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have enter into any settlement, compromise or consent to judgment that imposes non-monetary obligations on the right Indemnified Parties with respect to assume the defense thereof and the reasonable expenses of such counsel shall be at the expense of the Indemnifying Party). Notwithstanding the foregoing, in no event shall an Indemnifying Third Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay or settle any claim Claim without the prior written consent of the other parties hereto, such consent not to be unreasonably withheld. (c) In the event any of the conditions in Section 7.3(b) above is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party (in connection therewith); provided that if the Indemnifying Party and the Indemnified Party agree that the Indemnifying Party would not indemnify the Indemnified Party pursuant to Section 7.3(b), then the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner without obtaining the written consent of each Indemnifying Party in connection therewith which consent shall not be unreasonably withheld, conditioned withheld or delayed). Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim; provided that, in such event, it shall waive any right to indemnity therefor by the Indemnifying Party. The Indemnifying Party shall not, except with the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), enter into any settlement unless (i) such settlement includes as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability with respect to such claim and (ii) the only relief imposed against such Indemnifying Parties will reimburse the Indemnified Party is promptly and periodically for the payment costs of monetary damages which are paid by defending against the Third Party Claim (including attorneys’ fees and expenses), and (iii) subject to clause (i), the Indemnifying PartyParties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to or resulting from the Third Party Claim to the fullest extent provided in this Article VII.

Third Party Claims. (a) If any third Person notifies an Indemnified Party with respect to any matter that gives rise to a claim by a third party is made for indemnification against an Indemnified Party, and if such Indemnified the Indemnifying Party intends to seek indemnity with respect thereto under this Article VIIIIX, such then the Indemnified Party, Party shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas Indemnified transmit to the Indemnifying Party (Atlas or APL, as the case may be, the “Indemnifying Party”), of a Claim Notice relating to such claimsThird Party Claim. The failure to provide such give notice shall not result in a waiver timely manner as required by the preceding sentence will not negate or otherwise affect the indemnification obligation of any right to indemnification hereunder except the Indemnifying Party except: (i) to the extent that extent, if any, the Indemnifying Party is actually materially prejudiced by the failure to give such failuretimely notice, and (ii) as provided in Section 9.09. Prior to the expiration of the 45-day period following the Indemnifying Party's receipt of such notice (the "Election Period"), the Indemnifying Party shall notify the Indemnified Party: (i) whether the Indemnifying Party disputes its potential liability to the Indemnified Party under this Article IX, with respect to such Third Party Claim; and (ii) whether the Indemnifying Party elects, at the sole cost and expense of such Indemnifying Party, to defend the Indemnified Party against such Third Party Claim. (b) If an Indemnifying Party notifies an Indemnified Party within the Election Period that the Indemnifying Party does not dispute its potential liability to the Indemnified Party under this Article IX and that the Indemnifying Party elects to assume the defense of the Third Party Claim, then the Indemnifying Party will have the right to defend, at its sole cost and expense, such Third Party Claim by all appropriate proceedings, and the Indemnifying Party must prosecute the proceedings to a final conclusion or settle the proceedings at the discretion of the Indemnifying Party in accordance with this Section 9.07(b). The Indemnifying Party shall will have 30 days after receipt full control of such notice to elect to undertakedefense and proceedings, conduct and controlincluding any compromise or settlement thereof; provided that, through counsel without the consent of its own choosing and at its own expensethe Indemnified Party, the settlement or defense thereof (provided that the Indemnifying Party acknowledges in writing its may not admit or stipulate the liability of any Indemnified Party or bind a party to an injunction or any material future obligation to indemnify or restriction. If requested by the Indemnifying Party, the Indemnified Party in respect of such claim), agrees to cooperate fully with the Indemnifying Party and the Indemnified Party shall cooperate with it in connection therewith. Notwithstanding the foregoing, an Indemnified Party shall have the right to employ separate its counsel at the Indemnifying Party’s 's expense if the named parties to in contesting any such proceeding (including any impleaded parties) include both such Indemnified Third Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel Claim that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable expenses of such counsel shall be at the expense of the Indemnifying Party). Notwithstanding the foregoing, in no event shall an Indemnifying Party be required to pay the expenses of more than one (1) separate counselcontest. The Indemnified Party has the right to participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 9.07(b) and shall not pay bear its own costs and expenses with respect to any such participation. (c) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 9.07 above, the Indemnified Party may defend itself against the Third Party Claim in any manner it reasonably may deem appropriate. In no event will the Indemnified Party consent to the entry of any judgment or settle enter into any claim settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall will not be unreasonably withheld), conditioned or delayed). Notwithstanding the foregoing, unless the Indemnified Party shall have the right to pay or settle any such claim; provided that, in such event, it shall waive any right to indemnity therefor by the Indemnifying Party. The Indemnifying Party shall not, except with the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), enter into any settlement unless (i) such settlement includes as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability waives indemnification with respect to such claim the Third Party Claim so settled and (ii) the only relief imposed against such Indemnified Party is the payment of monetary damages which are paid by the Indemnifying Partyadjudicated.

Third Party Claims. If a An Indemnified Party shall give written notice to the Indemnifying Party within 10 days after it has actual knowledge of commencement or assertion of any Third Party Claim in respect of which the Indemnified Party may seek indemnification under Section 6.1. Such notice shall state the nature and basis of such Third Party Claim and the events and the amounts thereof to the extent known. Any failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that the Indemnifying Party may have to the Indemnified Party under this Article 6, except to the extent the failure to give such notice materially and adversely prejudices the Indemnifying Party. In case any such action, proceeding or claim by a third party is made brought against an Indemnified Party, and if such so long as it has acknowledged in writing to the Indemnified Party intends that it is liable for such Third Party Claim pursuant to seek indemnity with respect thereto under this Article VIIISection 6.3, such Indemnified Party, shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas Indemnified Party (Atlas or APL, as the case may be, the “Indemnifying Party”), of such claims. The failure to provide such notice shall not result in a waiver of any right to indemnification hereunder except to the extent that the Indemnifying Party is actually materially prejudiced by such failure. The Indemnifying shall be entitled to participate in and, unless in the reasonable judgment of the Indemnified Party shall have 30 days after receipt a conflict of such notice to elect to undertake, conduct interests between it and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof (provided that the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party may exist in respect of such claim), and Third Party Claim or such Third Party Claim entails a material risk of criminal penalties or civil fines or non monetary sanctions being imposed on the Indemnified Party shall cooperate or a risk of materially adversely affecting the Indemnified Party’s business (a “Third Party Penalty Claim”), to assume the defense thereof, with it in connection therewith. Notwithstanding the foregoing, an Indemnified Party shall have the right to employ separate counsel at selected by the Indemnifying Party’s expense if the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and reasonably satisfactory to the Indemnifying Indemnified Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and after notice from the Indemnifying Party (in which case, if such to the Indemnified Party notifies of its election so to assume the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Partydefense thereof, the Indemnifying Party shall not have be liable to the right to assume Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation or defending such portion of such Third Party Penalty Claim; provided nothing contained herein shalt permit Clean Technologies to control or participate in any Tax contest or dispute involving Investor or any Affiliate of Investor, or permit Investor to control or participate in any Tax contest or dispute involving any Affiliate of Clean Technologies other than the Company and the Project Company; and, provided, further, the Parties agree that the handling of any Tax contests involving the Company will be governed by Section 7.7 of the Company LLC Agreement. In the event that (i) the Indemnifying Party advises an Indemnified Party that the Indemnifying Party will not contest a claim for indemnification hereunder, (ii) the Indemnifying Party fails, within 30 days of receipt of any indemnification notice to notify, in writing, such Indemnified Party of its election, to defend, settle or compromise, at its sole cost and expense, any such Third Party Claim (or discontinues its defense at any time after it commences such defense) or (iii) in the reasonable expenses judgment of the Indemnified Party, a conflict of interests between it and the Indemnifying Party exists in respect of such counsel shall be Third Party Claim or the action or claim is a Third Party Penalty Claim, then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim or Third Party Claim in each case, at the sole cost and expense of the Indemnifying Party). Notwithstanding In any event, unless and until the foregoing, in no event shall an Indemnifying Party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnifying Party shall be required to pay liable for the Indemnified Party’s reasonable costs and expenses arising out of more than one (1) separate counselthe defense, settlement or compromise of any such action, claim or proceeding. The Indemnified Party shall not pay cooperate to the extent commercially reasonable with the indemnifying Party in connection with any negotiation or settle any claim without the prior written consent defense of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim; provided that, in such event, it shall waive any right to indemnity therefor action or claim by the Indemnifying Party. The Indemnifying Party shall notkeep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the Indemnifying Party elects to defend any such action or claim, except then the Indemnified Party shall be entitled to participate in such defense with the consent counsel of its choice at its sole cost and expense unless otherwise specified herein; provided that any such participation of the Indemnified Party (which consent shall be at the Indemnifying Party’s sole cost and expense to the extent such participation relates to a Third Party Penalty Claim. If the Indemnifying Party does not assume such defense, the Indemnified Party shall keep the Indemnifying Party apprised at all times as to the status of the defense; provided, however, that the failure to keep the Indemnifying Party so informed shall not affect the obligations of the Indemnifying Party hereunder. The Indemnifying Party shall not be unreasonably withheld, conditioned or delayed), enter into liable for any settlement unless of any action, claim or proceeding effected without its written consent; provided, however, that the Indemnifying Party shall not unreasonably withhold, delay or condition any such consent. Notwithstanding anything in this Section 6.3 to the contrary, the Indemnifying Party shall not, without the Indemnified Party’s prior written consent, (i) settle or compromise any claim or consent to entry of judgment in respect thereof which involves any condition other than payment of money by the Indemnified Party, (ii) settle or compromise any claim or consent to entry of judgment in respect thereof without first demonstrating to Indemnified Party the ability to pay such settlement includes claim or judgment, or (iii) settle or compromise any claim or consent to entry of judgment in respect thereof that does not include, as an unconditional term thereof thereof, the giving by the Person claimant or Persons asserting such claim the plaintiff to all the Indemnified Parties an unconditional Party, a full and complete release from all liability with in respect to of such claim and (ii) the only relief imposed against such Indemnified Party is the payment of monetary damages which are paid by the Indemnifying Partyclaim.

Third Party Claims. (a) If subsequent to the Closing any third party notifies any Person entitled to indemnification pursuant to Section 10.2 (an “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim by a third party is made against an Indemnified Partyfor indemnification hereunder, and if such the Indemnified Party intends will deliver to seek indemnity with respect thereto under this Article VIII, such Indemnified Party, shall promptly notify Atlas, if an APL Indemnified Party, the Party or APL, if an Atlas Indemnified Party Parties from which indemnification is sought (Atlas or APL, as which in the case may beof a claim against Sellers or the Shareholders will be satisfied by notice to the Shareholders’ Representative) (collectively, the “Indemnifying Party”)) in writing of the Third Party Claim together with a statement of any available information regarding such Third Party Claim; provided, of such claims. The however, that the failure to provide deliver such notice shall promptly will not result in a waiver relieve the Indemnifying Party of any right to indemnification hereunder their obligations hereunder, except (and then only) to the extent that the Indemnifying Party is actually materially prejudiced by such failure. The thereby. (b) Any Indemnifying Party shall will have the right to defend the Indemnified Party against the Third Party Claim with counsel reasonably acceptable to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party, within 30 days after receipt the Indemnified Party has given notice of such notice the Third Party Claim to elect to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof (provided Indemnifying Party that the Indemnifying Party acknowledges in writing its obligation to is assuming the defense against (or settlement of) such Third Party Claim and will indemnify the Indemnified Party against such Third Party Claim in respect its name or, if necessary, in the name of such claim), and the Indemnified Party shall cooperate in accordance with it the terms and limitations of this Article 10 and (ii) the Indemnifying Party conducts the defense of the Third Party Claim in an active and diligent manner; provided, however, that the Indemnifying Party will not be entitled to assume the conduct and control of such defense (or, as applicable, the Indemnifying Party will be obligated to cede the conduct and control of such defense to Indemnified Party) if (A) the claim for indemnification relates to or arises in connection therewith. Notwithstanding with any criminal proceeding, action, indictment, criminal allegation or investigation or (B) the foregoing, an Indemnified Party shall have will be advised in writing by counsel chosen by it that there are one or more defenses available to the right to employ separate counsel at Indemnified Party which the Indemnifying Party’s expense if Party has not or cannot assert on behalf of the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such the Indemnified Party notifies will be entitled to assume the Indemnifying Party in writing that it elects to employ separate counsel at the expense conduct and control of the Indemnifying Partyproceeding to the limited extent solely necessary to preserve and assert such defense on its behalf); provided, further, that in either such event, the Indemnifying Party shall may continue to participate in the defense of the Third Party Claim at its own expense. In the event the Indemnifying Party fails to give notice that such Indemnifying Party is exercising its right to defend the Indemnified Party within the time and as prescribed by Section 10.5 or is otherwise not permitted to assume the defense of such claim in accordance with this Section 10.4, then the Indemnified Party will have the right to assume the conduct such defense thereof and the reasonable expenses of such counsel shall be at the expense of the Indemnifying Party). Notwithstanding ’s cost and expense; provided, however, that the foregoing, in no event shall an Indemnifying Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay will be prohibited from compromising or settle any settling the claim without the prior written consent of the Indemnifying Party (which consent shall will not be unreasonably withheld, conditioned delayed or delayedconditioned). Notwithstanding In the foregoingevent that the Indemnifying Party does deliver notice prescribed in this Section 10.4 and is otherwise permitted to conduct the defense of the subject Third Party Claim in accordance with this Section 10.4, the Indemnified Party shall have will cooperate with Indemnifying Party, all at the right to pay or settle any such claim; provided that, in such event, it shall waive any right to indemnity therefor by expense of the Indemnifying Party. The Regardless of which Party defends such claim, the other Party will have the right, at its sole expense, to participate in the defense assisted by counsel of its own choosing. (c) So long as the conditions set forth in Section 10.4(b) are and remain satisfied, then (i) the Indemnifying Party shall may conduct the defense of the Third Party Claim in accordance with Section 10.4(b), (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense and (iii) the Indemnifying Party will not, except with the consent of the Indemnified Party (which consent shall will not be unreasonably withheld, conditioned delayed or delayedconditioned), consent to the entry of any judgment or enter into any settlement unless settlement, except that no consent will be required if (i1) the sole relief provided is monetary damages that are entirely paid or reimbursed by the Indemnifying Party, (2) there is no finding or admission of any violation of applicable law and (3) such settlement includes as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability with respect to such claim and (ii) claim. Notwithstanding anything to the only relief imposed against contrary in this Section 10.4, Sellers shall not settle any Third Party Claim related to Taxes if the resolution of such Indemnified Third Party is Claim reasonably could be expected to materially adversely affect the payment Tax liability or Tax attributes of monetary damages Buyers or their Affiliates for any Tax period ending after the Closing Date, unless Sellers obtain Buyers’ prior written consent, which are paid by the Indemnifying Partyconsent shall not be unreasonably withheld, conditioned or delayed.

Third Party Claims. (a) If a claim by a third party is made against an Indemnified Party, and if such any Indemnified Party intends becomes aware of a Third Party claim (including any action or proceeding commenced or threatened to seek indemnity with respect thereto under be commenced by any Third Party) that the Indemnified Party reasonably believes may give rise to the Indemnifying Party’s obligation to indemnify pursuant to this Article VIIISection 7 (any such claim, such a "Third-Party Claim"), the Indemnified Party, Party shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas Indemnified the Indemnifying Party in writing of such Third-Party Claim (Atlas or APL, as the case may besuch notice, the “Indemnifying Party”"Claim Notice"), of such claims. The failure to provide such notice Claim Notice shall not result in a waiver be accompanied by copies of any right to indemnification hereunder except relevant and material documentation submitted by the Third Party making such Third-Party Claim and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third-Party Claim and the amount of the claimed Damages; provided that no delay or failure on the part of the Indemnified Party in delivering a Claim Notice shall relieve the Indemnifying Party is actually materially prejudiced by such failure. The from any liability hereunder except and only to the extent the Indemnifying Party shall have 30 days been actually and materially prejudiced as a result of such delay or failure. (b) Within twenty (20) Business Days after receipt of such notice to elect to undertakeany Claim Notice, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof (provided that the Indemnifying Party acknowledges in writing its obligation may, upon written notice thereof to indemnify the Indemnified Party, assume control of the defense of the Third-Party in respect of such claim), and the Indemnified Party shall cooperate with it in connection therewith. Notwithstanding the foregoing, an Indemnified Party shall have the right Claim referred to employ separate counsel therein at the Indemnifying Party’s sole cost and expense if with counsel reasonably satisfactory to the named parties Indemnified Party. Notwithstanding anything to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Partycontrary contained herein, the Indemnifying Party shall not have the right be entitled to assume or control the investigation, defense or prosecution of such Third-Party Claim if (i) a material portion of the Damages associated with such Third-Party Claim are not reasonably expected to be indemnifiable hereunder, (ii) at the time of assumption or thereafter, the Indemnifying Party fails to conduct the investigation, defense or prosecution actively and diligently, or (iii) such Third-Party Claim seeks non-monetary, equitable or injunctive relief against the Indemnified Party or alleges any violation of Law by the Indemnified Party; and in each such case ((i), (ii) or (iii)), the Indemnified Party may assume control of its defense. (c) The Party not controlling the defense of such Third-Party Claim (the "Non-Controlling Party") may participate therein at its own expense; provided, however, that if the Indemnifying Party assumes control of the defense of such Third-Party Claim and the Indemnifying Party and the Indemnified Party have materially conflicting interests or different defenses available with respect to such Third-Party Claim which cause the Indemnified Party to hire its own separate counsel with respect to such proceeding, the reasonable fees and expenses of counsel to the Indemnified Party shall be considered "Damages" for purposes of this Agreement. The Party controlling the defense of such Third-Party Claim (the "Controlling Party") shall keep the Non-Controlling Party advised, in writing, of the status of such Third-Party Claim and the defense thereof and shall consider in good faith recommendations made by the reasonable expenses Non-Controlling Party with respect thereto. The Non-Controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third-Party Claim (including copies of any summons, complaint or other pleading which may have been served on such Party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party, as reasonably requested by the Controlling Party, in the defense of such counsel Third-Party Claim. (d) The Indemnifying Party shall be at not agree to any settlement of, or the expense entry of any judgment arising from, any Third-Party Claim without the prior written consent of the Indemnifying Indemnified Party). Notwithstanding , which shall not be unreasonably withheld or delayed; provided, however, that the foregoing, in no event shall an Indemnifying Party be required to pay consent of the expenses of more than one (1) separate counsel. The Indemnified Party shall not be required with respect to any such settlement or judgment if (i) such settlement or judgment (A) involves no admission of wrongdoing by the Indemnified Party, and (B) the sole relief provided is monetary Damages, and (ii) the Indemnifying Party agrees in writing to pay or settle cause to be paid any claim amounts payable pursuant to such settlement or judgment and such settlement or judgment includes a complete release of the Indemnified Party and its Affiliates, directors, officers, employees and representatives from further liability. Whether or not the Indemnifying Party shall have assumed the defense of a Third-Party Claim, the Indemnified Party shall not admit liability with respect to, or 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 Indemnifying Party (Party, which consent shall not be unreasonably withheld, conditioned withheld or delayed). Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim; provided that, in such event, it shall waive any right to indemnity therefor by the Indemnifying Party. The Indemnifying Party shall not, except with that the consent of the Indemnified Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed), enter into any settlement unless (i) such settlement includes as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability required with respect to any such claim settlement or judgment if the Indemnified Party agrees in writing to pay or cause to be paid any amounts payable pursuant to such settlement or judgment and (ii) the only relief imposed against such that no Indemnified Party is entitled to indemnification under this Agreement in respect of such settlement or judgment. Furthermore, a Party’s consent to any settlement of a Third-Party Claim shall not be used as evidence of the payment truth of monetary damages which are paid the allegations in any Third-Party Claim or the merits of such Third-Party Claim and the existence of any Third-Party Claim shall not create a presumption of any breach by the Indemnifying Partya Party to this Agreement of any of its representations, warranties or covenants set forth in this Agreement.

Third Party Claims. (i) If any Indemnified Party receives written notice of a demand for arbitration, summons or other written notice of the commencement of a proceeding, audit, investigation, review, suit or other action, or any written claim or demand, by a third party is made against an that, if proven true would entitle the Indemnified Party, and if such Party to indemnification under this Article V (a “Third Party Claim”) for which the Indemnified Party intends to seek indemnity indemnification hereunder, then the Indemnified Party shall promptly give written notice (the “Third Party Claim Notice”) of such Third Party Claim (together with all copies of the claim, any process served, and all filings with respect thereto under this Article VIII, such Indemnified Party, shall promptly notify Atlas, if an APL Indemnified Party, or APL, if an Atlas thereto) to the Indemnifying Party no later than the date which is 15 calendar days after the date on which the Indemnified Party received such Third Party Claim. Such Third Party Claim Notice shall describe the Third Party Claim in reasonable detail and the amount claimed in respect thereof (Atlas or APLif known and quantifiable); provided, as the case may be, the “Indemnifying Party”), of such claims. The that failure to provide give such written notice shall not result in a waiver relieve the Indemnifying Party of any right to indemnification its obligations hereunder except unless and to the extent that the Indemnifying Party is actually materially prejudiced by such failure. The failure to so notify. (ii) An Indemnifying Party shall have 30 days after receipt of such notice Third Party Claim Notice to elect notify the Indemnified Party in writing that it intends to undertake, conduct and control, through counsel of its own choosing and at its own expense, control the settlement or defense thereof (provided that the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in respect of such claim), Third Party Claim and the compromise or settlement thereof and the Indemnified Party shall cooperate with it the Indemnified Party in connection therewith. Notwithstanding the foregoing, an Indemnified Party shall have the right to employ separate counsel at the Indemnifying Party’s expense if the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable expenses of such counsel shall be at the expense of the Indemnifying Party). Notwithstanding the foregoing, in no event shall an Indemnifying Party be required to pay the expenses of more than one (1) separate counsel. The Indemnified Party shall not pay or settle any claim without be entitled to participate with its own counsel at its own expense in proceedings relating to a Third Party Claim for which the prior written consent Indemnified Party has undertaken control, provided, that, if in the reasonable opinion of counsel for such Indemnified Party, there is an actual conflict of interest between the Indemnifying Party (which consent shall not be unreasonably withheldand the Indemnified Party, conditioned or delayed). Notwithstanding then the foregoing, reasonable cost of one counsel for the Indemnified Party shall have the right to pay or settle any such claim; provided that, in such event, it shall waive any right to indemnity therefor be borne by the Indemnifying Party. The Indemnifying Party shall not, except with the consent of the Indemnified Party, enter into any settlement or compromise with respect to any Third Party Claim that (A) does not include as a term of such settlement or compromise the giving by the third party asserting the Third Party Claim an unconditional release from all liability (subject to the limitations of this Article V) with respect to such claim or consents to entry of any judgment to the Indemnified Party; or (B) imposes any non-monetary relief or remedy on the Indemnified Party, including any restrictions on the Indemnified Party’s ability to operate or compete. Any consent required by this Section 5.9(e)(ii) shall not be unreasonably delayed, withheld or conditioned. (iii) In the event that the Indemnifying Party does not elect to assume the defense of the Third Party Claim, the Indemnifying Party shall be entitled to participate in the defense of such Third Party Claim giving rise to the Indemnified Party’s claim for indemnification at such Indemnifying Party’s expense. (iv) If the Indemnifying Party does not notify the Indemnified Parties in writing within 30 days after receipt of a Third Party Claim Notice that it elects to undertake the defense thereof or one of the exceptions set forth in Section 5.9(e)(ii) apply, the Indemnified Party shall have the right to undertake the defense or prosecution of the claim through counsel of its own choice; provided, however, in no event shall the Indemnified Party settle or compromise any such Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed), enter into any settlement unless (i) such settlement includes as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability with respect to such claim and (ii) the only relief imposed against such Indemnified Party is the payment of monetary damages which are paid by the Indemnifying Party.