Common use of Third Party Claims Clause in Contracts

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claim.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any third party Governmental Authority) that is not a WMB Entity or a WPX Entity of any claim (including environmental claims and demands or requests for investigation or remediation of contamination) or of the commencement by any such third person Person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or Party may be obligated to provide indemnificationindemnification to such Indemnitee pursuant to this Agreement or any Ancillary Agreement (collectively, the Indemnified a “Third-Party Claim”), such Indemnitee shall promptly notify the give such Indemnifying Party in writing (the “Claim Notice”) written notice thereof as soon as promptly practicable, but no later than 30 days after becoming aware of the Indemnifiable such Third-Party Claim; provided, that the failure to provide . Any such notice shall describe the Third-Party Claim in reasonable detail and contain written correspondence received from the third party that relates to the Third-Party Claim. Notwithstanding the foregoing, the failure of any Indemnitee to give notice as provided in this Section 7.5(a) shall not relieve or otherwise affect the obligation of the related Indemnifying Party to provide indemnification hereunderof its obligations under this Article VII, except to the extent that any damages directly resulted or were caused such Indemnifying Party is prejudiced by such failurefailure to give notice. (b) The With respect to any Third-Party Claim: (i) Unless the parties otherwise agree, within 30 days after the receipt of notice from an Indemnitee in accordance with Section 7.5(a), an Indemnifying Party shall have thirty defend (30) days after receipt of the Claim Notice to undertakeand, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with unless the Indemnifying Party in connection therewith; providedhas specified any reservations or exceptions, that (A) seek to settle or compromise), at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel, any Third-Party Claim. The applicable Indemnitee shall have the Indemnifying Party shall permit the Indemnified Party right to employ separate counsel and to participate in such (but not control) the defense, compromise, or settlement or defense through counsel chosen by thereof, but the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Partyexpense of such Indemnitee. Notwithstanding the foregoing, and (B) the Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee (A) for any period during which the Indemnifying Party has not settle assumed the defense of such Third-Party Claim (other than during any Indemnifiable period in which the Indemnitee shall have failed to give notice of the Third-Party Claim in accordance with Section 7.5(a)) or (B) to the extent that such engagement of counsel is as a result of a conflict of interest, as reasonably determined by the Indemnitee acting in good faith. (ii) No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any Third-Party Claim without the Indemnified consent of the applicable Indemnitee; provided, however, that such Indemnitee shall be required to consent to such entry of judgment or to such settlement that the Indemnifying Party may recommend if the judgment or settlement (A) contains no finding or admission of any violation of Law or any violation of the rights of any Person, (B) involves only monetary relief which the Indemnifying Party has agreed to pay and could not reasonably be expected to have a significant adverse impact (financial or non-financial) on the Indemnitee, including a significant adverse impact on the rights, obligations, operations, standing or reputation of the Indemnitee (or any of its Subsidiaries or Affiliates), and (C) includes a full and unconditional release of the Indemnitee. Notwithstanding the foregoing, in no event shall an Indemnitee be required to consent to any entry of judgment or settlement if the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly, against any Indemnitee. (c) Whether or not the Indemnifying Party assumes the defense of a Third-Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay withheld or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withhelddelayed. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claim.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any third party Governmental Authority) that is not a WMB Entity or a WPX Entity of any claim (including environmental claims and demands or requests for investigation or remediation of contamination) or of the commencement by any such third person Person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or Party may be obligated to provide indemnificationindemnification to such Indemnitee pursuant to this Agreement or any Ancillary Agreement (collectively, the Indemnified a “Third-Party Claim”), such Indemnitee shall promptly notify the give such Indemnifying Party in writing (the “Claim Notice”) written notice thereof as soon as promptly practicable, but no later than 30 days after becoming aware of the Indemnifiable such Third-Party Claim; provided, that the failure to provide . Any such notice shall describe the Third-Party Claim in reasonable detail and contain written correspondence received from the third party that relates to the Third-Party Claim. Notwithstanding the foregoing, the failure of any Indemnitee to give notice as provided in this Section 8.5(a) shall not relieve or otherwise affect the obligation of the related Indemnifying Party to provide indemnification hereunderof its obligations under this Article VIII, except to the extent that any damages directly resulted or were caused such Indemnifying Party is prejudiced by such failurefailure to give notice. (b) The With respect to any Third-Party Claim: (i) Unless the parties otherwise agree, within 30 days after the receipt of notice from an Indemnitee in accordance with Section 8.5(a), an Indemnifying Party shall have thirty defend (30) days after receipt of the Claim Notice to undertakeand, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with unless the Indemnifying Party in connection therewith; providedhas specified any reservations or exceptions, that (A) seek to settle or compromise), at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel, any Third-Party Claim. The applicable Indemnitee shall have the Indemnifying Party shall permit the Indemnified Party right to employ separate counsel and to participate in such (but not control) the defense, compromise, or settlement or defense through counsel chosen by thereof, but the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Partyexpense of such Indemnitee. Notwithstanding the foregoing, and (B) the Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee (A) for any period during which the Indemnifying Party has not settle assumed the defense of such Third-Party Claim (other than during any Indemnifiable period in which the Indemnitee shall have failed to give notice of the Third-Party Claim in accordance with Section 8.5(a)) or (B) to the extent that such engagement of counsel is as a result of a conflict of interest, as reasonably determined by the Indemnitee acting in good faith. (ii) No Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any Third-Party Claim without the Indemnified consent of the applicable Indemnitee; provided, however, that such Indemnitee shall be required to consent to such entry of judgment or to such settlement that the Indemnifying Party may recommend if the judgment or settlement (A) contains no finding or admission of any violation of Law or any violation of the rights of any Person, (B) involves only monetary relief which the Indemnifying Party has agreed to pay and could not reasonably be expected to have a significant adverse impact (financial or non-financial) on the Indemnitee, including a significant adverse impact on the rights, obligations, operations, standing or reputation of the Indemnitee (or any of its Subsidiaries or Affiliates), and (C) includes a full and unconditional release of the Indemnitee. Notwithstanding the foregoing, in no event shall an Indemnitee be required to consent to any entry of judgment or settlement if the effect thereof is to permit any injunction, declaratory judgment, other order or other nonmonetary relief to be entered, directly or indirectly, against any Indemnitee. (c) Whether or not the Indemnifying Party assumes the defense of a Third-Party Claim, no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay withheld or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withhelddelayed. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claim.

Third Party Claims. (a) If any party entitled Upon providing notice to be indemnified an Indemnifying Party by an Indemnified Party pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any claim or 8.2 of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge suit or investigation proceeding against such Indemnified Party by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) a Third Party with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the such Indemnified Party shall promptly notify the intends to claim any Loss under this ARTICLE 8, such Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contestdefend such claim, settle, or compromise the Indemnifiable Claim in the exercise at such Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such claim, the Indemnified Party shall, at the request of the Indemnifying Party, use commercially reasonable discretionefforts to cooperate in such defense; provided, that the Indemnifying Party shall bear the Indemnified Party’s reasonable out-of-pocket costs and expenses incurred in connection with such cooperation. The Indemnified Party may retain separate co-counsel at its expense and may participate in the defense of such claim. The Indemnifying Party shall notify not consent to the entry of any Judgment or enter into any settlement with respect to such claim without the prior written consent of the Indemnified Party unless such Judgment or settlement (A) provides for the payment by the Indemnifying Party of any compromise money as the sole relief (if any) for the claimant (other than customary and reasonable confidentiality obligations relating to such claim, Judgment or settlement settlement), (B) results in the full and general release of the Indemnified Party from all liabilities arising out of, relating to or in connection with such claim and (C) does not involve a finding or admission of any violation of any law, rule, regulation or Judgment, or the rights of any Person, and has no effect on any other claims that may be made against the Indemnified Party. In the event the Indemnifying Party does not or ceases to conduct the defense of such Indemnifiable Claimclaim in compliance with this Section 8.4, (i) the Indemnified Party may defend against, and consent to the entry of any reasonable Judgment or enter into any reasonable settlement with respect to, such claim in any manner such Indemnified Party reasonably deems appropriate, (ii) subject to the limitations in Section 8.3, the Indemnifying Party shall reimburse the Indemnified Party promptly and periodically for the reasonable out-of-pocket costs of defending against such claim, including reasonable attorneys’ fees and expenses against reasonably detailed invoices, and (iii) the Indemnifying Party shall remain responsible for any Losses the Indemnified Party may suffer as a result of such claim to the full extent provided in this ARTICLE 8.

Third Party Claims. In the event that a party (athe “Indemnitee”) If any desires to make a claim against another party entitled to be indemnified (the “Indemnitor”) pursuant to Section 7.1 (an “Indemnified Party”) receives notice of 8.2 or Section 8.3 in connection with any action, suit, proceeding or demand at any time instituted against or made upon the assertion Indemnitee by any third party for which the Indemnitee may seek indemnification hereunder (a “Third Party Claim”), the Indemnitee shall promptly notify, in writing, the Indemnitor of any claim or such Third Party Claim and of the commencement by any such third person Indemnitee’s claim of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) indemnification with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by such failure. (b) thereto. The Indemnifying Party Indemnitor shall have thirty (30) days after receipt of such notice to notify the Claim Notice Indemnitee if he/she or it has elected to undertakeassume the defense of such Third Party Claim. If the Indemnitor elects to assume the defense of such Third Party Claim, the Indemnitor shall be entitled at his/her or its own expense to conduct and control, control the defense and settlement of such Third Party Claim through counsel of his or its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, however, that (A) the Indemnifying Party shall permit the Indemnified Party to Indemnitee may participate in such settlement or the defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such Third Party Claim with his/her or its own counsel shall not be borne by at his/her or its own expense and the Indemnifying Party, and (B) the Indemnifying Party shall Indemnitor may not settle any Indemnifiable Third Party Claim without the Indemnified PartyIndemnitee’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not Indemnitor fails to notify the Indemnified Party Indemnitee within thirty (30) days after receipt of the Claim Notice that it elects Indemnitee’s written notice of a Third Party Claim, the Indemnitee shall be entitled to undertake assume the defense of such Third Party Claim at the Indemnifiable Claim described therein, expense of the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretionIndemnitor; provided, however, that the Indemnified Indemnitee may not settle any Third Party Claim without the Indemnitor’s consent, which shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claimnot be unreasonably withheld.

Third Party Claims. (a) If a third party commences or threatens a Proceeding (a “Third-Party Claim”) against any party entitled to be indemnified pursuant to Buyer Indemnified Party or any Seller Indemnified Party (as that term is defined in Section 7.1 8.7 herein), as the case may be, (an the “Indemnified Party”) receives notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto any matter that the Indemnified Party is entitled to make a claim for indemnification against Seller or Buyer, as the case may be (an the “Indemnifying Party”) is or may be obligated to provide indemnificationunder this Article VIII, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing (the “Claim Notice”) of the Indemnifiable Claimexistence of such 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 the any inadvertent failure to provide such notice shall not relieve or otherwise affect the obligation of notify the Indemnifying Party or to provide indemnification hereunder, except deliver copies will not relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent that any damages directly resulted or were caused extent) the Indemnifying Party is materially prejudiced by such failure. (b) The Upon receipt of the notice described in Section 8.5(a), the Indemnifying Party shall have thirty the right to defend the Indemnified Party against the Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party so long as (30i) within ten days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expensesuch notice, the settlement or defense thereof, and Indemnifying Party notifies the Indemnified Party shall cooperate with in writing that the Indemnifying Party in connection therewithwill, subject to the limitations of this Article VIII, indemnify the Indemnified Party from and against any Losses the Indemnified Party may incur relating to or arising out of the Third Party Claim; provided, that (Aii) the Indemnifying Party shall permit 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 such settlement or the defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and Third-Party Claim. (Bc) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable conducting the defense of the Third-Party Claim in good faithaccordance with Section 8.5(b), (i) the Indemnifying Party shall not be responsible for any attorneys’ fees incurred by the Indemnified Party shall not pay or settle such claim without regarding the Third-Party Claim (other than attorneys’ fees incurred prior to the Indemnifying Party’s consentassumption of the defense pursuant to Section 8.5(b)); and (ii) neither the Indemnified Party nor the Indemnifying Party shall 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 other party, which consent shall not be unreasonably withheldwithheld unreasonably. (cd) If any condition in Section 8.5(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 does not notify in connection therewith); (ii) the Indemnifying Party will reimburse the Indemnified Party within thirty promptly and periodically (30but no less often than monthly) days after receipt for the costs of defending against the Claim Notice that it elects to undertake Third-Party Claim, including attorneys’ fees and expenses; and (iii) the defense of the Indemnifiable Claim described therein, Indemnifying Party shall remain responsible for any Losses the Indemnified Party shall have may incur relating to or arising out of the right Third-Party Claim to contest, settle, or compromise the Indemnifiable Claim fullest extent provided in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claimthis Article VIII.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice In the event of the assertion or commencement by any third party Person of any claim or of the commencement by proceeding (whether against any such third person of Parent Indemnified Person, Target Indemnified Person, or any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”other Person) with respect to which another party hereto (an “Indemnifying Party may become obligated to indemnify, hold harmless, compensate or reimburse any Parent Indemnified Person or Target Indemnified Person pursuant to this ARTICLE VII, the Parent Indemnified Person or Target Indemnified Person shall have the right, at its election, to proceed with the defense of such claim or proceeding on its own with counsel reasonably satisfactory to the Indemnifying Party”) is . If the Parent Indemnified Person or may be obligated to provide indemnification, Target Indemnified Person so proceeds with the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) defense of the Indemnifiable Claim; provided, that the failure to provide any such notice shall not relieve claim or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by such failure.proceeding: (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (Ai) the Indemnifying Party shall permit make available to the Parent Indemnified Person or Target Indemnified Person, as the case may be, any documents and materials in their possession or control that may be necessary to the defense of such claim or proceeding; (ii) the Parent Indemnified Person or Target Indemnified Person, as the case may be, shall keep the Indemnifying Party informed of all material developments and events relating to participate in such settlement claim or defense through counsel chosen by proceeding; and (iii) the Parent Indemnified Person or Target Indemnified Person, as the case may be, shall have the right to settle, adjust or compromise such claim or proceeding only upon the prior written consent of the Indemnifying Party (subject such consent not to be unreasonably withheld or delayed). If the Parent Indemnified Person or Target Indemnified Person settles, adjusts or compromises any such claim or proceeding without the consent of the Indemnifying Party, which consent such settlement, adjustment or compromise shall not be unreasonably withheld), provided conclusive evidence of the amount of Damages incurred by the Parent Indemnified Person or Target Indemnified Person in connection with such claim or proceeding (it being understood that if the Parent Indemnified Person or Target Indemnified Person requests that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying PartyParty consents to a settlement, and (B) adjustment or compromise, the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s unreasonably withhold or delay such consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld). (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claim.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 10.2 (an “"Indemnified Party”") receives notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing Action (any such claim or Action being referred to herein as an “"Indemnifiable Claim”") with respect to which another party hereto (an “"Indemnifying Party”") is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “"Claim Notice”") of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages Damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (Ai) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (Bii) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s Party'Shareholder consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s 's consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, settle or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claim. (d) Anything contained in this Section 10.3 to the contrary notwithstanding, the Shareholders shall not be entitled to assume the defense for any Indemnifiable Claim (and shall be liable for the reasonable fees and expenses incurred by the Indemnified Party in defending such claim) if the Indemnifiable Claim seeks an order, injunction or other equitable relief or relief for other than money damages against Purchaser or the Company which Purchaser determines, after conferring with its counsel, cannot be separated from any related claim for money damages and which, if successfully, would adversely affect the business, properties or prospects of the Company.

Third Party Claims. (ai) If any Promptly after receipt by a party entitled to be indemnified pursuant to under this Section 7.1 7 (an “"Indemnified Party”") receives of notice of the assertion by any third party commencement of any Action for which the Indemnified Party intends to assert a claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which for indemnification against another party hereto (an “"Indemnifying Party”") is or may be obligated to provide indemnificationunder this Section 7, the Indemnified Party shall promptly notify give notice to the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure commencement of such Action with reasonable promptness (so as to provide such notice shall not relieve or otherwise affect the obligation of prejudice the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by such failureParty's rights). (bii) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party be entitled to participate in any Action described in Section 7.5(a)(i) above and, to the extent that it wishes, to assume the defense of such settlement or defense through Action with counsel chosen by reasonably satisfactory to the Indemnified Party (subject to Party. Following the consent assumption of the defense by an Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle be liable for any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, subsequent fees of legal counsel or other expenses incurred by the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake in connection with the defense of the Indemnifiable Claim described thereinsuch Action, and the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim participate in the exercise of defense with its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any own counsel at its own expense. No compromise or settlement of any claims in an Action shall be binding on an Indemnifying Party for purposes of the Indemnifying Party's indemnity obligations under this Agreement without the Indemnifying Party's express written consent. The Indemnifying Party may not compromise or settle any claims in an Action without the Indemnified Party's express written consent, which shall not be unreasonably withheld, unless the compromise or settlement involves only the payment of money (which is paid by the Indemnifying Party) and does not include any admission of liability by the Indemnified Party. (iii) A party granted the right to direct the defense of any Action under this Section 7.5 shall (A) keep the other parties hereto informed of material developments in the Action, (B) promptly submit to the other parties copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received in connection with the Action, (C) permit the other parties and their counsel, to the extent practicable, to confer on the conduct of the defense of the Action, and (D) to the extent practicable, permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission. The parties shall make available to each other and each other's counsel and accountants all of their books and records relating to the Action, and each party shall provide to the others such Indemnifiable Claimassistance as may be reasonably required to insure the proper and adequate defense of the Action. Each party shall use its good faith efforts to avoid the waiver of any privilege of another party. The assumption of the defense of any Action by an Indemnifying Party shall not constitute an admission of responsibility to indemnify or in any manner impair or restrict the Indemnifying Party's rights to later seek to be reimbursed its costs and expenses if indemnification under this Agreement with respect to the Action was not required.

Third Party Claims. (a) If an Action by a Person who is not a party hereto or an Affiliate thereof (a “Third Party Claim”), is made against any party Person entitled to be indemnified indemnification pursuant to Section 7.1 7.2 (an “Indemnified Party”) receives notice of the assertion by any third party of any claim or of the commencement by any ), and if such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred Person intends to herein as an “Indemnifiable Claim”) seek indemnity with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnificationthereto under this Article VII, the such Indemnified Party shall promptly notify give a Notice of Claim to the Indemnifying party obligated to indemnify such Indemnified Party in writing (such notified party, the “Claim NoticeResponsible Party”) of the Indemnifiable Claim); provided, provided that the failure to provide give such notice Notice of Claim shall not relieve or otherwise affect the obligation Responsible Party of the Indemnifying Party to provide indemnification its obligations hereunder, except to the extent that any damages directly resulted the Responsible Party is actually damaged or were caused by such failure. (b) prejudiced thereby. The Indemnifying Responsible Party shall have thirty (30) days after receipt of a Notice of Claim to assume the Claim Notice to undertake, conduct and control, through counsel of its own choosing, reasonably acceptable to the Indemnified Party and at its expensethe expense of the Responsible Party, of the settlement or defense thereofof the applicable Third Party Claim, and the Indemnified Party shall cooperate with the Indemnifying Responsible Party in connection therewith; provided, provided that (A) the Indemnifying Responsible Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the such Indemnified Party (subject to the consent of the Indemnifying Party; provided, which consent shall not be unreasonably withheld)further, provided that the reasonable fees and expenses of such counsel shall not be borne by such Indemnified Party. In the Indemnifying Partyevent the Responsible Party assumes conduct and control of a Third Party Claim, and (B) the Indemnifying Responsible Party shall not settle any Indemnifiable Claim without not, except with the consent of the Indemnified Party’s consent, Party (which consent shall not be unreasonably withheld, conditioned or delayed), enter into any settlement or consent to entry of any judgment that (i) imposes any injunctive relief or other equitable relief against the Indemnified Party, or (ii) does not include as a term thereof the giving by the Person(s) asserting such claim against the Indemnified Party of an express and unconditional release from all liability with respect to such claim. So long as the Indemnifying Responsible Party is vigorously contesting any such Indemnifiable Claim claim in good faith, the Indemnified Party shall not pay or settle any such claim; provided that if the Indemnified Party does pay or settle such claim without it shall waive any right to indemnity by the Indemnifying Party’s consent, which consent Responsible Party for all Losses related to such claim unless the Responsible Party shall not be unreasonably withheld. (c) have consented to such payment or settlement. If the Indemnifying Responsible Party does not notify the Indemnified Party within thirty (30) days after the receipt of the Notice of Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described thereinapplicable Third Party Claim, the Indemnified Party shall have the right to contestcontest the claim, settleprovided that the Indemnified Party shall not enter into any settlement of, or consent to entry of any judgment with respect to, such Third Party Claim, without the written consent of the Responsible Party (which shall not be unreasonably withheld, conditioned or delayed). (b) Notwithstanding anything in Section 7.3(a) to the contrary, the Indemnified Party will have the right to conduct and control, through counsel of its choosing, the defense, compromise and settlement of any Third Party Claim if (i) such Third Party Claim seeks as the Indemnifiable Claim primary remedy an injunction or other equitable relief against the Indemnified Party or alleges a criminal violation, (ii) in the exercise reasonable opinion of its reasonable discretioncounsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and the Responsible Party, or (iii) the amount in dispute exceeds two (2) times the maximum amount for which a Responsible Party could be liable pursuant to this Article VII in light of the limitations on indemnification herein, if applicable; provided, that the Indemnified Party shall notify the Indemnifying Party not enter into any settlement of, or consent to entry of any compromise or settlement of judgment with respect to, any such Indemnifiable Third Party Claim, without the written consent of the Responsible Party (which shall not be unreasonably withheld, conditioned or delayed).

Third Party Claims. (a) If any Upon receipt by the party entitled seeking to be indemnified pursuant to Section 7.1 9.02 (an “Indemnified Party”the "Indemnitee") receives of notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitrationproceedings, hearingaudit, inquiryclaim, proceedingdemand or assessment (each, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such a "Claim") against it which might give rise to a claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnificationfor Damages, the Indemnified Party Indemnitee shall promptly notify give prompt written notice thereof (which shall be within 20 days of receipt by the Indemnifying Party in writing Indemnitee of such Claim) to the party from which it seeks to be indemnified (the “"Indemnitor") indicating the nature of such Claim Notice”) of and the Indemnifiable Claimbasis therefor; provided, however, that any delay or failure by the failure Indemnitee to provide such give notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent Indemnitor shall relieve the Indemnitor of its obligations hereunder only to the extent, if at all, that any damages directly resulted it is materially prejudiced by reason of such delay or were caused by such failure. (b) The Indemnifying Party Indemnitor shall have thirty (30) days after receipt the right, at its option, to assume the defense of, at its own expense and by its own counsel, any such Claim. Assumption of the defense of any Claim Notice by the Indemnitor shall not prejudice the right of the Indemnitor to undertakeclaim at a later date that such Claim is not a proper matter for indemnification pursuant to this Article IX. If the Indemnitor shall undertake to compromise or defend any such Claim, conduct and control, through counsel it shall promptly notify the Indemnitee of its own choosing, and at its expense, the settlement or defense thereofintention to do so, and the Indemnified Party Indemnitee agrees to cooperate fully with the Indemnitor and its counsel in the compromise of, or defense against, any such Claim; provided, however, that the Indemnitor shall not settle any such Claim without the prior written consent of the Indemnitee (which consent will not be unreasonably withheld) unless the relief consists solely of money damages and includes a provision whereby the plaintiff or claimant in the matter releases the Indemnitee from all liability with respect thereto. Notwithstanding an election to assume the defense of such action or proceeding, the Indemnitee shall have, upon giving prior written notice to the Indemnitor, the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnitor shall not have employed counsel reasonably satisfactory to the Indemnitee to represent it within a reasonable time after notice of the institution of such action or proceeding, (ii) the Indemnitee shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnitor inappropriate, (iii) the Indemnitor is not defending a Claim, or (iv) the Indemnitor shall have authorized the Indemnitee to employ separate counsel at the Indemnitor's expense, and in each such case the Indemnitee may defend such Claim on behalf of and for the account and risk of the Indemnitor. In any event, the Indemnitee and its counsel shall cooperate with the Indemnifying Party Indemnitor and its counsel and keep such counsel informed of all developments relating to any such Claims, provide copies of all relevant correspondence and documentation relating thereto, and shall not assert any position in any proceeding inconsistent with that asserted by the Indemnitor. All costs and expenses incurred in connection therewith; providedwith the Indemnitee's cooperation shall be borne by the Indemnitor. In any event, that (A) the Indemnifying Party Indemnitee shall permit have, upon giving prior written notice to the Indemnified Party Indemnitor, the right at its own expense to participate in the defense of such asserted liability. In no event shall the Indemnitee consent to any judgment or entry into any settlement or defense through counsel chosen by without the Indemnified Party (subject to the written consent of the Indemnifying Party, Indemnitor (which consent shall will not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claim.

Third Party Claims. (a) If In the case of any claim asserted by a third party against a party entitled to be indemnified pursuant to Section 7.1 indemnification under this Agreement (an the “Indemnified Party”) receives ), notice of shall be given by the assertion by any third Indemnified Party to the party of any claim or of required to provide indemnification (the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or as soon as practicable after such Indemnified Party has actual knowledge of any claim as to which indemnity may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereofsought, and the Indemnified Party shall cooperate permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom; provided, however, that (a) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be subject to the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), (b) the Indemnified Party may participate in such defense at such Indemnified Party’s expense (which shall not be subject to reimbursement hereunder except as provided below), and (c) the failure by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually and materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of a general release from any and all liability with respect to such claim or litigation. If the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to affect adversely the ability of the Indemnified Party to conduct its business, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in connection therewithrespect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnifying Party; provided, however, that (A) the Indemnifying Party shall permit if the Indemnified Party to participate in such settlement or defense through counsel chosen by does so take over and assume control, the Indemnified Party (subject to shall not settle such claim or litigation without the prior written consent of the Indemnifying Party, which such consent shall not to be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheldwithheld or delayed. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify accept the Indemnified Party defense of any matter as above provided within thirty (30) days after receipt of the Claim Notice that it elects to undertake notice from the defense of the Indemnifiable Claim Indemnified Party described thereinabove, the Indemnified Party shall have the full right to contestdefend against any such claim or demand at the sole cost of the Indemnifying Party and shall be entitled to settle or agree to pay in full such claim or demand. In any event, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that Indemnifying Party and the Indemnified Party shall notify reasonably cooperate in the Indemnifying Party defense of any compromise claim or settlement litigation subject to this Article X and the records of any each shall be reasonably available to the other with respect to such Indemnifiable Claimdefense.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives Upon receipt of notice of a claim by the assertion by any third party of any claim or office of the commencement by any General Counsel or such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation other chief legal officer of the Indemnifying Party for indemnity from an Indemnified Party pursuant to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expenseSection 18.3, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contestassume the defense and control any claim arising out of or involving a claim or demand made by a third party against an Indemnified Party (a “Third Party Claim”), settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that but shall allow the Indemnified Party shall notify a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense; provided that if the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and, in the reasonable opinion of counsel to the Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential conflict between them, then, the applicable Indemnified Parties shall be entitled to participate in, but not control, any compromise such defense with one separate counsel at the reasonable expense of the Indemnifying Party. The Indemnifying Party shall select counsel of recognized standing and competence after consultation with the Indemnified Party and shall take all reasonably necessary steps in the defense or settlement of such Third Party Claim. The Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party (not to be unreasonably withheld, delayed or conditioned), provided that the Indemnifying Party shall (i) pay or cause to be paid all amounts arising out of such Indemnifiable settlement or judgment concurrently with the effectiveness of such settlement, (ii) ensure that such settlement does not encumber any of the material assets of any Indemnified Party or agree to any restriction or condition that would apply to or materially adversely affect any Indemnified Party or the conduct of any Indemnified Party’s business, (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim, and (iv) ensure that the settlement does not include any admission of wrongdoing or misconduct on the part of the Indemnified Party.

Third Party Claims. (ai) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suitsuit or ------------------ proceeding (an "Action") is brought by a third party against an indemnified party, arbitration, hearing, inquiry, proceeding, complaint, charge the Action shall be defended by the indemnifying party and such defense shall include all appeals or investigation by or before any governmental entity or arbitrator and an appeal from any reviews that counsel for the indemnifying party shall deem appropriate. Until the indemnifying party shall have assumed the defense of the foregoing (any such claim Action, or Action being referred if the indemnified party shall have reasonably concluded that there are likely to herein as an “Indemnifiable Claim”) with respect be defenses available to the indemnified party that are different from or in addition to those available to the indemnifying party (in which another case the indemnifying party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve be entitled to assume the defense of such Action), all legal or otherwise affect other expenses reasonably incurred by the obligation of indemnified party shall be borne by the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by such failureindemnifying party. (bii) The Indemnifying Party shall have thirty (30) days after receipt In any Action initiated by a third party and defended by the indemnifying party, subject to the confidentiality provisions of the Claim Notice to undertakethis Agreement, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party indemnified party shall permit have the Indemnified Party right to participate in be represented by advisory counsel and accountants, at its own expense, (B) the indemnifying party shall keep the indemnified party fully informed as to the status of such settlement 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 its attorneys and accountants, all books and records of the indemnified party relating to such Action and (D) the parties shall render to each other such assistance as may be reasonably required for the proper and adequate defense through counsel chosen of such Action. (iii) In any Action initiated by a third party and defended by the Indemnified Party (subject to indemnifying party, the indemnifying party shall not make any settlement of any claim without the written consent of the Indemnifying Partyindemnified party, which consent shall not be unreasonably withheld)withheld or delayed. Consent shall be presumed in the case of settlements of $100,000 or less where the indemnified party has not responded within ten business days of notice of a proposed settlement. Without limiting the generality of the foregoing, provided that the reasonable fees and expenses of such counsel it shall not be borne by deemed unreasonable to withhold consent to a settlement involving injunctive or other equitable relief against the Indemnifying Partyindemnified party or its assets, and (B) the Indemnifying Party employees or business. Consent shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim presumed in the exercise case of its reasonable discretion; provided, that settlements of $100,000 or less where the Indemnified Party shall notify the Indemnifying Party indemnified party has not responded within ten business days of any compromise or settlement notice of any such Indemnifiable Claima proposed settlement.

Third Party Claims. (a) If Promptly after the receipt by any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives hereto of notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suitsuit or proceeding (whether commenced or threatened) by any person who is not a party to this Agreement (collectively, arbitrationan "Action") which is subject to indemnification hereunder, hearingsuch party (the "Indemnified Party") shall give reasonable written notice to the party from whom indemnification is claimed (the "Indemnifying Party"). The Indemnified Party shall be entitled, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator at the sole expenses and an appeal from any liability of the foregoing (Indemnifying Party, to exercise full control of the defense, compromise or settlement of any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “unless the Indemnifying Party”, within a reasonable time after the giving of such notice by the Indemnified Party, shall: (i) is or may be obligated admit in writing to provide indemnificationthe Indemnified Party, the Indemnifying Party's liability to the Indemnified Party shall promptly for such Action under the terms of this Section 6; (ii) notify the Indemnifying Indemnified Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party's intention to assume the defense thereof and (iii) retain legal counsel reasonably satisfactory to the Indemnified Party to provide indemnification hereunder, except to conduct the extent that any damages directly resulted or were caused by defense of such failure. (b) Action. The Indemnifying Indemnified Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Indemnifying Party shall cooperate with the Indemnifying Party in connection therewith; providedparty assuming the defense, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such compromise or settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim Action in good faith, the Indemnified Party shall not pay or settle accordance herewith in any manner that such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) party reasonably may request. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake so assumes the defense of the Indemnifiable Claim described thereinany such Action, the Indemnified Party shall have the right to contestemploy separate counsel and to participate in (but not control) the defense, settlecompromise, or compromise settlement thereof, but the Indemnifiable Claim in fees and expenses of such counsel shall be the exercise expenses of its reasonable discretion; providedthe Indemnified Party unless (i) the Indemnifying Party has agreed to pay such fees and expenses, that (ii) any relief other than the payment of money damages is sought against the Indemnified Party, (iii) the Indemnified Party shall notify have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party or (iv) the Indemnified Party shall have been advised by counsel that representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, and, in any such case, the fees and expenses of such separate counsel shall be borne by the Indemnifying Party. No Indemnifying Party shall settle or compromise any such Action in which any relief other than the payment of money damages is sought against any Indemnified Party unless the Indemnified Party consents in writing to such compromise or settlement of settlement. No Indemnified Party shall settle or compromise any such Indemnifiable ClaimAction for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party, unless the Indemnifying Party shall have failed, after reasonable notice thereof, to undertake control of such Action in the manner provided above in this Section 6.

Third Party Claims. An Indemnified Person (a) If any shall give the party entitled required to be indemnified pursuant to Section 7.1 make such payment (an “Indemnified "Indemnifying Party”") receives prompt notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, actiondemand, suit, arbitration, hearing, inquiry, proceeding, complaint, charge proceeding or investigation action ("Claim") by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, person against the Indemnified Party Person, (b) shall promptly notify consult with the Indemnifying Party as to the procedure to be followed in writing defending, settling, or compromising the Claim, (the “Claim Notice”c) shall not consent to any settlement or compromise of the Indemnifiable Claim; provided, that Claim without the failure to provide such notice shall not relieve or otherwise affect the obligation written consent of the Indemnifying Party (which consent, unless the Indemnifying Party has elected to provide indemnification hereunderassume the exclusive defense of such Claim, except shall not be unreasonably withheld or delayed), and (d) shall permit the Indemnifying Party, if he or it so elects, to assume the extent that exclusive defense of such Claim, all at the cost and expense of the Indemnifying Party. If the Indemnified Person shall (i) fail to notify or to consult with the Indemnifying Party with respect to any damages directly resulted Claim in accordance with subparagraph (a) or were caused by such failure. (b) The above or (ii) consent to the settlement or compromise of any Claim without having received the written consent of the Indemnifying Party (unless, if the Indemnifying Party has not elected to assume the exclusive defense of such Claim or the consent of the Indemnifying Party is unreasonably withheld or delayed), the Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel be relieved of its own choosingindemnification obligation with respect to such Claim. If the Indemnifying Party shall elect to assume the exclusive defense of any Claim, and at its expense, it shall notify the settlement or defense thereofIndemnified Person in writing of such election, and the Indemnifying Party shall not be liable hereunder for any fees or expenses of the Indemnified Party Person's counsel relating to such Claim after the date of delivery to the Indemnified Person of such notice of election. In the event of such election, the Indemnified Person shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) and provide it with access to all books and records of the Indemnified Person relevant to the Claim. The Indemnifying Party shall permit will not compromise or settle any Claim without the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the written consent of the Indemnifying Party, Indemnified Person (which consent shall not be unreasonably withheld), withheld or delayed) if the relief provided that the reasonable fees is other than monetary damages and expenses of such counsel shall not be borne by the Indemnifying Party, relief would materially and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without adversely affect the Indemnified Party’s consent, which consent shall not be unreasonably withheldPerson. So long as Notwithstanding the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faithforegoing, the Indemnified Party shall not pay party which defends any Claim shall, to the extent required by applicable insurance policies, share or settle give control thereof to any insurer with respect to such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claim.

Third Party Claims. (a) 8.3.1 If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) this Article 8 receives notice of the assertion by any third party of any a claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and action (an appeal from any of the foregoing (any such claim or Action being referred to herein as an “"Indemnifiable Claim”") with respect to which another party hereto (an “"Indemnifying Party”") is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “"Claim Notice”") of the Indemnifiable Claim; provided, provided that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted from, or were caused by by, such failure. (b) 8.3.2 The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (Ai) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (Bii) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s 's consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s 's consent, which consent shall not be unreasonably withheld. (c) 8.3.3 If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, settle or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, provided that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claim.

Third Party Claims. If Buyer, Sellers or Sellers’ Representative or the Representatives of any of the foregoing parties (a) If any party entitled to be indemnified pursuant to Section 7.1 (each an “Indemnified Party”) receives notice of the assertion by any third party or commencement of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge claim or investigation other legal proceeding made or brought by any Person who is not a party to this Agreement or before any governmental entity an Affiliate of a party to this Agreement or arbitrator and an appeal from any a Representative of the foregoing (any such claim or Action being referred to herein as an a “Indemnifiable Third-Party Claim”) against any Sellers Indemnified Party or Buyer Indemnified Party with respect to which another party hereto Sellers or Buyer, as the case may be (an the “Indemnifying Party”) is or may be obligated to provide indemnificationindemnification under this Agreement, the Indemnified Party shall promptly notify give the Indemnifying Party prompt written notice thereof. Except as provided in writing (the “Claim Notice”) of the Indemnifiable Claim; providedSection 9.1, that the failure to provide give such prompt written notice shall will not relieve or otherwise affect the obligation of the Indemnifying Party to provide of its indemnification hereunderobligations, except and only to the extent that any damages directly resulted or were caused the Indemnifying Party is actually prejudiced by such failure. (b) delay. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after receipt the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third-Party Claim at the Claim Notice to undertake, conduct Indemnifying Party’s expense and control, through counsel of its by the Indemnifying Party’s own choosing, and at its expense, the settlement or defense thereofcounsel, and the Indemnified Party shall cooperate with in good faith in such defense. In the event that the Indemnifying Party in connection therewith; providedassumes the defense of any Third-Party Claim, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheldSection 9.6(b), provided that it shall have the reasonable fees right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and expenses on behalf of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the The Indemnified Party shall have the right, at its own cost and expense, to participate in the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to contest, settle, control the defense thereof. If the Indemnifying Party elects not to compromise or compromise the Indemnifiable defend such Third-Party Claim in the exercise of its reasonable discretion; provided, that or fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, the Indemnified Party may, subject to Section 9.6(b), pay, compromise, defend such Third-Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third-Party Claim. Sellers and Buyer shall notify cooperate with each other in all reasonable respects in connection with the Indemnifying Party defense of any compromise or settlement Third-Party Claim, including making available (subject to the provisions of any Section 6.7) records relating to such Indemnifiable Third-Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third-Party Claim.

Third Party Claims. (a) If In the event that any party entitled written claim or demand for which an Indemnifying Party may be liable to any Indemnified Party hereunder is asserted against or sought to be indemnified pursuant to Section 7.1 collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event later than fifteen (an “15) days following such Indemnified Party”) receives notice ’s receipt of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an demand (including a copy of any related written third party demand, claim or complaint) (the “Indemnifiable Third-Party Claim”) ), deliver a Claim Notice to the Indemnifying Party. The Indemnifying Party shall be relieved of its obligations to indemnify the Indemnified Party with respect to which another party hereto (such Third-Party Claim if the Indemnified Party fails to timely deliver the Claim Notice and the Indemnifying Party is actually prejudiced thereby. If a Third-Party Claim is made against an “Indemnifying Indemnified Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; providedbe entitled to participate therein and, that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that the Indemnified Party shall wish, to assume the defense thereof. The Indemnifying Party shall cooperate fully with the Indemnified Party and its counsel in the defense against any damages directly resulted or were caused by such failure. (b) Third-Party Claim. The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice right to undertake, conduct and control, through counsel of participate at its own choosingexpense in the defense of any Third-Party Claim. Neither the Indemnifying Party, and at its expenseon the one hand, the settlement or defense thereof, and nor the Indemnified Party, on the other hand, shall admit liability to, or settle, compromise or discharge any Third-Party shall cooperate with Claim without the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the prior consent of the Indemnifying other Party, which consent shall not be unreasonably withheld), provided that conditioned or delayed In the event the Indemnified Party elects not to defend any Third-Party Claim, the Indemnifying Party shall defend against such Third-Party Claim in good faith and in a commercially reasonable fees manner using counsel reasonably acceptable to the Indemnified Party and expenses at the cost and expense of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim participate in the exercise of such defense at its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claimown expense.

Third Party Claims. (a) If Subject to Section 8.2, if a claim by a third party is made against any party entitled or parties hereto and the party or parties against whom said claim is made intends to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) seek indemnification with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnificationthereto under this Section 8, the Indemnified Party party or parties seeking such indemnification shall promptly notify the Indemnifying Party indemnifying party or parties, in writing (the “Claim Notice”) writing, of the Indemnifiable Claimsuch claim; provided, however, that the failure to provide give such notice shall not relieve or otherwise affect the obligation rights of the Indemnifying Party to provide indemnification hereunder, except to indemnified party or parties hereunder unless such failure materially and adversely affects the extent that any damages directly resulted indemnifying party or were caused by such failure. (b) parties. The Indemnifying Party indemnifying party or parties shall have thirty ten (3010) days after receipt of said notice is given to elect, by written notice given to the Claim Notice indemnified party or parties, to undertake, conduct and control, through counsel of its their own choosingchoosing (which choice of counsel shall be subject to the consent of the indemnified party or parties, such consent not to be unreasonably withheld) and at its their sole risk and expense, the good faith settlement or defense thereofof such claim, and the Indemnified Party indemnified party or parties shall cooperate with the Indemnifying Party indemnifying parties in connection therewith; provided: (i) in the case of any of the Selling Shareholders as the indemnifying party or parties, that he or they shall not thereby permit to exist any lien, encumbrance or other adverse change upon any of the Company's assets, Buyer or the Business, and (Aii) the Indemnifying Party indemnified party or parties shall permit the Indemnified Party be entitled to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld)indemnified party or parties, provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheldindemnified party or parties. So long as the Indemnifying Party is vigorously indemnifying party or parties are contesting any such Indemnifiable Claim claim in good faith, the Indemnified Party indemnified party or parties shall not pay or settle any such claim; provided, however, that notwithstanding the foregoing, the indemnified party or parties shall have the right to pay or settle any such claim without at any time, provided that in such event they shall waive any right of indemnification therefor by the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) indemnifying party or parties. If the Indemnifying Party does indemnifying parties do not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects make a timely election to undertake the good faith defense or settlement of the Indemnifiable Claim described thereinclaim as aforesaid, or if the indemnifying parties fail to proceed with the good faith defense or settlement of the matter after making such election, then, in either such event, the Indemnified Party indemnified party or parties shall have the right to contest, settle, settle or compromise the Indemnifiable Claim claim at their exclusive discretion, at the risk and expense of the indemnifying parties to the full extent set forth in Sections 8.1 or 8.3 hereof, as the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claimcase may be.

Third Party Claims. (a) If In the event of the commencement by any Person of any third-party entitled claim or Proceeding (whether against Purchaser, the Company, Seller, any other Indemnitee or any other Person that Purchaser believes may result in a claim for indemnification pursuant to this Article 8, the party proposing to be indemnified pursuant to Section 7.1 (an the “Indemnified Party”) receives notice of shall promptly, but in any event within twenty (20) Business Days following the assertion by any third party of any claim or of Indemnified Party’s actual knowledge thereof, notify the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal Person from any of whom it is seeking indemnification hereunder (the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated of such claim and provide the Indemnifying Party the opportunity to participate in any defense of such claim as hereinafter provided; provided, however, that failure of the Indemnified Party to provide indemnificationnotice to the Indemnifying Party as provided herein shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is prejudiced thereby. If the Indemnifying Party does not elect to undertake and conduct the defense of the third-party claim pursuant to Section 8.5(c), the Indemnified Party will have the right to conduct the defense and settle such third-party claim; provided; however; that, without the consent of the Indemnifying Party, no settlement of any third-party claim will be determinative of the amount of Damages relating to such matter or whether any Indemnified Party is entitled to indemnification hereunder with respect to such third-party claim. If the Indemnifying Party consents to any settlement, it will have no power to or authority to object to the amount or validity of the claim subject to and as set forth in such settlement. If the Indemnifying Party does not elect to undertake and conduct the defense of the third-party claim, the Indemnified Party shall promptly notify use all reasonable efforts to defend such claim. (b) If the Indemnified Party so proceeds with the defense of any such claim or Proceeding: (i) then, provided such claim would give rise to a right of recovery for Damages hereunder if adversely determined, any amounts incurred or accrued by the Indemnified Parties in defense or settlement of such third party claim, regardless of the outcome of such claim, shall be deemed Damages hereunder; provided, however, that such amounts shall be subject to the same limitations set forth in Section 8.1(b) as the limitations applicable to the underlying claim; and (ii) the Indemnified Party shall keep the Indemnifying Party informed of all material developments and events relating to such claim or Proceeding. (c) Any Indemnifying Party shall be entitled to participate in writing the defense of a third party claim giving rise to an Indemnified Party’s claim for indemnification at Indemnifying Party’s expense, and at its option (subject to the “Claim Notice”limitations set forth below) shall be entitled to assume the defense thereof by appointing reputable counsel reasonably acceptable to the Indemnified Party to be the lead counsel in connection with such defense if the Indemnifying Party agrees to accept its indemnification obligation with respect to such defense without qualification (other than any applicable limitations on such indemnification obligation otherwise set forth herein) and provided that: (i) the Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose; provided that the fees and expenses of such separate counsel shall be borne by the Indemnified Party (other than any fees and expenses of such separate counsel that are incurred prior to the date the Indemnifying Party effectively assumes control of such defense which, notwithstanding the foregoing, shall be borne by the Indemnifying Party) except that the Indemnifying Party shall pay all of the Indemnifiable Claimfees and expenses of such separate counsel if 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; provided, provided that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by pay such failure. (bfees and expenses under this Section 8.5(c)(i) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (be subject to the consent of same limitations set forth in Section 8.1(b) as the Indemnifying Party, which consent shall not be unreasonably withheld), provided that limitations applicable to the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and underlying claim; (Bii) the Indemnifying Party shall not settle any Indemnifiable Claim without be entitled to assume control of such defense (unless otherwise agreed to in writing by the Indemnified Party’s consent) if (1) the claim seeks an injunction or equitable relief against the Indemnified Party; (2) 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; (3) upon petition by the Indemnified Party, which consent shall not the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such claim; (4) the claim for indemnification relates to or arises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation; or (5) the Damages relating to the claim are reasonably expected to exceed the maximum amount that such Indemnified Party could then be unreasonably withheld. So long as entitled to recover under the applicable provisions of Article 8; (iii) if the Indemnifying Party is vigorously contesting not entitled to assume the defense of a claim as provided in Section 8.5(c)(ii), then the Indemnifying Party shall pay the fees and expenses of the Indemnified Party; provided that the obligation of the Indemnifying Party to pay such fees and expenses under this Section 8.5(c)(iii) shall be subject to the same limitations set forth in Section 8.1(b) as the limitations applicable to the underlying claim; and (iv) if the Indemnifying Party shall assume the defense of any such Indemnifiable Claim in good faithclaim, the Indemnified Indemnifying Party shall not pay settle, adjust or settle compromise such claim or Proceeding without the Indemnifying prior written consent of the Indemnified Party’s consent, which consent shall not be unreasonably withheld. (cd) If Each party hereto shall make available to the Indemnifying Party does not notify other parties hereto any documents and materials in the Indemnified Party within thirty (30) days after receipt possession or control of the Claim Notice such party that it elects may be necessary to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, any third party claim or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable ClaimProceeding under this Section 8.5.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 8.2 (an “Indemnified Party”"INDEMNIFIED PARTY") receives notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing Action (any such claim or Action being referred to herein as an “Indemnifiable Claim”"INDEMNIFIABLE CLAIM") with respect to which another party hereto (an “Indemnifying Party”"INDEMNIFYING PARTY") is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”"CLAIM NOTICE") of the Indemnifiable Claim; providedPROVIDED, that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages Damages directly resulted from or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; providedPROVIDED, that (Ai) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (Bii) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s 's consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s 's consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, settle or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; providedPROVIDED, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claim.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion a claim by any a third party of is made against any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) Indemnified Party with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated the Indemnified Party intends to provide indemnificationseek indemnification hereunder for any Loss under this Article VIII, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; providedsuch claim, that but the failure to provide such notice shall not relieve or otherwise affect the obligation of so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to provide indemnification hereunderany Indemnified Party, except to the extent that any damages directly resulted or were caused the defense of such action is actually and materially prejudiced by the Indemnified Party’s failure to give such failure. (b) notice. The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice right, but not the obligation, to undertake, conduct and control, through counsel of its own choosingchoosing reasonably acceptable to the Indemnified Party, any such third-party claim, action, suit or proceeding (a “Third-Party Claim”), and at the Indemnifying Party may compromise or settle the same; provided, however, that the Indemnifying Party shall give the Indemnified Party advance notice of any proposed compromise or settlement and in no event shall the Indemnifying Party compromise or settle any Third-Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, unless such compromise or settlement (i) provides for no relief other than the payment of monetary damages borne solely by the Indemnifying Party, (ii) does not include any admission of wrongdoing or violation of Law on the part of the Indemnified Party or its expenseAffiliates and (iii) includes as an unconditional term thereof the giving by the third-party claimant to the Indemnified Party of a release from all Liability in respect thereof; provided, further, that, notwithstanding the foregoing, the settlement Indemnifying Party shall only be entitled to direct the defense (A) for so long as the Indemnifying Party conducts the defense in an active and diligent manner, (B) if the Third-Party Claim is not in respect of any matter involving potential criminal liability and does not seek as a remedy the imposition of an equitable remedy that, if granted, would be binding upon the Indemnified Party or defense thereofany of its Affiliates, (C) if the Third-Party Claim is in respect of an indemnification claim by any Purchaser Indemnitee pursuant to Section 8.2(i) or Section 8.2(iii) or any Seller Indemnitee pursuant to Section 8.3(i) and such Third-Party Claim is reasonably expected to result in Losses less than 50% of which would be in excess of the Cap, (D) if the Indemnified Party does not have available to it one or more defenses or counterclaims which are inconsistent with one or more defenses or counterclaims which may be alleged by the Indemnifying Party and (E) with respect to any matter if the Indemnified Party shall not have been advised by outside counsel that there would be an actual conflict of interest between the Indemnifying Party and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that respect to such matter. (Ab) the Indemnifying Party shall permit the No Indemnified Party to participate in such settlement may compromise or defense through counsel chosen by settle any Third-Party Claim for which it is seeking indemnification hereunder without the Indemnified Party (subject to the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld). If the Indemnifying Party is controlling the defense of a Third Party Claim, provided it shall nevertheless permit the Indemnified Party to participate in, but not control, the defense of any such action or suit through counsel chosen by the Indemnified Party; provided, however, that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Indemnified Party; provided, and further, that (B) the Indemnifying Party shall not settle any Indemnifiable Claim without limiting the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as ability to assume control of the Indemnifying defense of such Third Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without at the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. expense pursuant to the last sentence of (ca)) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contestemploy counsel to represent it, settleat the Indemnifying Party’s expense, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that if either (i) the Indemnified Party shall notify has available to it one or more defenses or counterclaims which are inconsistent with one or more defenses or counterclaims which may be alleged by the Indemnifying Party or (ii) there is a conflict of interest between the Indemnifying Party and the Indemnified Party. If the Indemnifying Party elects not to control or conduct the defense or prosecution of a Third-Party Claim, the Indemnifying Party nevertheless shall have the right to participate in the defense or prosecution of any compromise or settlement Third-Party Claim and, at its own expense, to employ counsel of its own choosing for such purpose. An Indemnifying Party will lose any previously acquired right to control the defense of any Proceeding if for any reason the Indemnifying Party ceases (after notice and reasonably opportunity to cure) to actively, competently and diligently conduct the defense or otherwise fails to continue to have the right to control such Indemnifiable defense as described in Section 8.7(a). (c) The Parties shall cooperate in the defense or prosecution of any Third-Party Claim, with such cooperation to include (i) the retention and the provision of the Indemnifying Party records and information that are reasonably relevant to such Third-Party Claim, and (ii) the making available of employees on a mutually convenient basis for providing additional information and explanation of any material provided hereunder.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 Indemnity under this Article IX (an the “Indemnified PartyIndemnitee”) receives notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) proceeding with respect to which another any other party hereto (an or parties) is obligated to provide indemnification (the “Indemnifying Party”) is pursuant to Section 9.01 or may be obligated to provide indemnification9.02, the Indemnified Party Indemnitee shall promptly notify the Indemnifying Party promptly, but in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have no event more than thirty (30) days after receipt notice of such claim, give the Indemnifying Party notice thereof. Except as provided below, the Indemnifying Party may compromise, settle or defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any such matter involving the asserted liability of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expenseIndemnitee. In any event, the Indemnitee, the Indemnifying Party and the Indemnifying Party’s counsel shall cooperate in the compromise of, settlement or defense thereofagainst, any such asserted liability. Both the Indemnitee and the Indemnified Party shall cooperate with the Indemnifying Party may participate in connection therewith; providedthe defense of such asserted liability (provided that, so long as the Indemnifying Party is controlling the litigation, the expenses of counsel for the Indemnitee shall be borne by the Indemnitee) and neither may settle or compromise any claim over the reasonable objection of the other. Notwithstanding anything to the contrary contained herein, the Indemnitee may assume control of the defense or resolution of any such matter if the Indemnifying Party does not diligently defend or settle such matter, it being understood that (A) the Indemnifying Party shall permit continue to be obligated to indemnify the Indemnified Party to participate Indemnitee in connection with such settlement matter (including counsel expenses) and that the Indemnitee may not settle or defense through counsel chosen by the Indemnified Party (subject to compromise any such matter without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects chooses to undertake the defense of the Indemnifiable Claim described thereindefend any claim, the Indemnified Party Indemnitee shall have the right make available to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claim.Party,

Third Party Claims. (a) If any party entitled Purchaser Indemnitee desires to be indemnified pursuant make a claim against Seller, or any Seller Indemnitee desires to Section 7.1 make a claim against Purchaser (such Purchaser Indemnitee or Seller Indemnitee, an “Indemnified PartyPerson”) receives notice of the assertion under Section 9.2 in connection with any action, suit, proceeding or demand at any time instituted against or made upon such Indemnified Person by any third party of any claim for which such Indemnified Person may seek indemnification hereunder other than a Tax Claim, the Power Survey Proceeding or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing Power Survey Patent Challenge (any such claim or Action being referred to herein as an a “Indemnifiable Third Party Claim”) with respect ), whether or not subject to which another party hereto the Aggregate Deductible, such Indemnified Person shall promptly notify in writing, in the case of a claim under Section 9.2(a), Seller, or, in the case of a claim under Section 9.2(b), Purchaser (in each case, an “Indemnifying Party”) is or may be obligated to provide indemnification), of such Third Party Claim and of the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) Person’s claim of the Indemnifiable Claimindemnification with respect thereto; provided, however, that the failure to provide such notice so notify shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification of its obligations hereunder, except to the extent that any damages directly resulted or were the Indemnifying Party is materially prejudiced by such failure (and then the Indemnifying Party shall only be released to the extent of Damages caused by such failurematerial prejudice). The Indemnifying Party shall have 30 days after receipt of such notice to notify such Indemnified Person if the applicable Indemnifying Party has elected to assume the defense of such Third Party Claim. If the applicable Indemnifying Party elects to assume the defense of such Third Party Claim, such Indemnifying Party shall be entitled at its own expense to conduct and control the defense and settlement of such Third Party Claim through counsel of its own choosing (reasonably acceptable to the applicable Indemnified Person) on behalf of the applicable Indemnified Person. If the Indemnifying Party fails to notify the Indemnified Person within 30 days after receipt of notice from the Indemnified Person of a Third Party Claim that the applicable Indemnifying Party has elected to assume the defense of such Third Party Claim, the Indemnified Person shall be entitled to assume the defense of such Third Party Claim at the expense of the applicable Indemnifying Party through counsel reasonably acceptable to the Indemnifying Party; provided, however, that the Indemnifying Party may not compromise or settle any Third Party Claim except as provided in Section 9.3(a). (b) The Any compromise, settlement or offer of settlement of any Third Party Claim of which the applicable Indemnifying Party has elected to assume the defense shall require the prior written consent of the Indemnified Person, which consent shall not be unreasonably withheld or delayed. Unless such consent is obtained, the applicable Indemnifying Party shall have thirty (30) days after receipt continue the defense of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewithsuch claim; provided, however, that, if any Indemnified Person does not consent within 30 days of written notice to a bona fide offer of settlement that (A) the applicable Indemnifying Party wishes to accept and that, (B) contemplates the entry of a final, non-appealable order by a court of competent jurisdiction, or the binding and due execution and delivery of a settlement agreement, in each case in full satisfaction and resolution of the relevant Third Party Claim, (C) involves no payment of money by such Indemnified Person (including any other Purchaser Indemnified Person in the event such Indemnified Person is a Purchaser Indemnified Party and including any Seller Indemnified Person in the event such Indemnified Person is a Seller Indemnified Person), (D) involves no admission of guilt or wrong-doing and no injunctive or non-monetary relief or other limitation on the future operation of the business of the Company, (E) is not conditioned upon, coupled with or otherwise related to or otherwise results in (or could reasonably be expected to result in) the waiver, termination, relinquishment, interpretation or amendment of any actual or asserted rights of such Indemnified Person (including any other Purchaser Indemnified Person in the event such Indemnified Person is a Purchaser Indemnified Party and including any Seller Indemnified Person in the event such Indemnified Person is a Seller Indemnified Person), and (F) expressly and unconditionally releases such Indemnified Person (including any other Purchaser Indemnified Person in the event such Indemnified Person is a Purchaser Indemnified Party and including any Seller Indemnified Person in the event such Indemnified Person is a Seller Indemnified Person) from all Liability in connection with such claim, the applicable Indemnifying Party may reassign the defense of such claim to such Indemnified Person, who may then continue to pursue the defense of such matter, free of any participation by the Indemnifying Party, at the sole cost and expense of such Indemnified Person. In the event of such an assignment, the obligation of the applicable Indemnifying Party with respect thereto shall permit not exceed the lesser of (i) the amount of the offer of settlement that such Indemnified Person so declined to accept or (ii) the aggregate Damages of the Indemnified Party Person with respect to participate in such claim, including the costs of defense after reassignment of the defense of such claim to the Indemnified Person. Any voluntary and binding compromise, settlement or offer of settlement of any Third Party Claim of which the applicable Indemnifying Party has not elected to assume the defense through counsel chosen by or has reassigned the defense to the Indemnified Party (subject to Person shall require the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld)withheld or delayed. If the Indemnifying Party shall assume the defense of any Third Party Claim, provided that the reasonable fees and expenses Indemnified Person may participate, at its own expense, in the defense of such Third Party Claim; provided, however, that such Indemnified Person shall be entitled to participate in any such defense with separate counsel shall not be borne at the expense of the Indemnifying Party if (i) so requested by the Indemnifying PartyParty to participate or (ii) in the reasonable opinion of counsel to the Indemnified Person, a conflict or potential conflict exists between the Indemnified Person and (B) the Indemnifying Party that would make such separate representation advisable; and provided, further, that the Indemnifying Party shall not settle be required to pay for more than one such counsel (plus any Indemnifiable Claim without the appropriate local counsel) for all Indemnified Party’s consent, which consent shall not be unreasonably withheldPersons in connection with any Third Party Claim. So long as the Indemnified Person is conducting the defense of any Third Party Claim in accordance with the terms hereof, the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, agrees that the Indemnified Person shall have control over the conduct of such proceeding to the extent provided herein. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any Third Party shall not pay or settle such claim without Claim, including the Indemnified Person providing the Indemnifying PartyParty with access to the Indemnified Person’s consent, which consent shall not be unreasonably withheldrecords and personnel relating to any Third Party Claim during reasonable hours under the circumstances. (c) If the Indemnifying Party does not notify the Indemnified makes any payment on any Third Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described thereinClaim, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Person to any compromise insurance benefits or settlement other claims of any the Indemnified Person with respect to such Indemnifiable Third Party Claim. (d) For the avoidance of doubt, to the extent that the provisions of this Section 9.3 conflict with the provisions of Section 8.11, the provisions of Section 8.11 shall control with respect to the Power Survey Proceeding and the Power Survey Patent Challenge.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 7.2 (an “"Indemnified Party”") receives notice of the assertion by any third party ----------------- of any claim or of the commencement by any such third person party of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing Action (any such claim or Action being referred to herein as an “"Indemnifiable Claim”") with ------------------- respect to which another party hereto (an “"Indemnifying Party”") is or may be ------------------ obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “"Claim Notice”") of the ------------ Indemnifiable Claim; provided, that the failure to provide such notice shall not -------- relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages Damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) 30 days after receipt of the Claim Notice (unless the claim or Action requires a response before the expiration of such 30-day period, in which case the Indemnifying Party shall have until the date that is 10 days before the required response date) to acknowledge responsibility and undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (Ai) the Indemnifying Party shall permit -------- the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of -------- such counsel shall not be borne by the Indemnifying Party, and (Bii) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent's consent if the settlement requires the Indemnified Party to admit wrongdoing, which consent shall not be unreasonably withheldpay any fines or refrain from any action. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s 's consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) 30 days after receipt of the Claim Notice (or before the date that is 10 days before the required response date, if the claim or Action requires a response before the expiration of such 30 day period), that it acknowledges responsibility and elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, settle or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying -------- Party of any compromise or settlement of any such Indemnifiable Claim. (d) Anything contained in this Section 7.4 to the contrary notwithstanding, Sellers shall not be entitled to assume the defense for any Indemnifiable Claim (and shall be liable for the reasonable fees and expenses incurred by the Indemnified Party in defending such claim) if the Indemnifiable Claim seeks (i) an order, injunction or other equitable relief or relief for other than money damages against Purchaser which Purchaser determines, after conferring with its counsel, cannot be separated from any related claim for money damages and which, if successful, would adversely affect the business, properties or prospects of the Company; provided, however, if such equitable -------- ------- relief portion of the Indemnifiable Claim can be so separated from that for money damages, Sellers shall be entitled to assume the defense of the portion relating to money damages or (ii) recovery of monetary damages in excess of the funds in the Escrow Account.

Third Party Claims. (a) If Promptly after the receipt by any party entitled ------------------ to be indemnified indemnification (the "Indemnified Party") pursuant to this ----------------- Section 7.1 (an “Indemnified Party”) receives 6 or notice of the assertion by any third party commencement of any action against such Indemnified Party by a third party, such Indemnified Party shall, if a claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect thereto is to which another be made against any party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnificationindemnification (the "Indemnifying Party") pursuant to this ------------------ Section 6, the Indemnified Party shall promptly notify the give such Indemnifying Party written notice thereof in writing (the “Claim Notice”) reasonable detail in light of the Indemnifiable Claim; provided, that the circumstances then known to such Indemnified Party. The failure to provide give such notice shall not relieve or otherwise affect the obligation of the any Indemnifying Party to provide indemnification hereunderfrom any obligation hereunder except where, except and then solely to the extent that any damages directly resulted or were caused by that, such failure. (b) The failure actually and materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice right to undertakedefend such claim, conduct at such Indemnifying Party's expense and control, through with counsel of its own choosingchoice reasonably satisfactory to the Indemnified Party, provided that the Indemnifying Party conducts the defense of such claim actively and at its expensediligently. If the Indemnifying Party assumes the defense of such claim, the settlement or defense thereof, and the Indemnified Party shall agrees to reasonably cooperate with in such defense so long as the Indemnified Party is not materially prejudiced thereby. So long as the Indemnifying Party is conducting the defense of such claim actively and diligently, the Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in connection therewith; providedthe defense of such claim, that (A) and neither any Indemnifying Party nor any Indemnified Party will consent to the entry of any judgment or enter into any settlement with respect to such claim without the prior written consent of the other, which consent will not be unreasonably withheld. In the event the Indemnifying Party shall permit does not or ceases to conduct the defense of such claim actively and diligently, (w) the Indemnified Party may defend against such claim in any manner it may reasonably deem to participate in such settlement or defense through counsel chosen by be appropriate, (x) upon receiving the Indemnified Party (subject to the prior written consent of the Indemnifying Party, which consent shall will not be unreasonably withheld), provided that the reasonable fees and expenses Indemnified Party may consent to the entry of any judgment or enter into any settlement with respect to such counsel shall not be borne by the Indemnifying Partyclaim, and (By) the Indemnifying Party shall not settle any Indemnifiable Claim without will reimburse the Indemnified Party’s consentParty promptly and periodically for the costs of defending against such claim, which consent shall not be unreasonably withheld. So long as including reasonable attorneys' fees and expenses, and (z) the Indemnifying Party is vigorously contesting will remain responsible for any such Indemnifiable Claim in good faith, Losses the Indemnified Party shall not pay or settle Indemnitee may suffer as a result of such claim without to the Indemnifying Party’s consent, which consent shall not be unreasonably withheldfull extent provided in this Section 6. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claim.

Third Party Claims. (a) If In the event that Indemnified Party desires to make a claim against Indemnifying Party under Section 9.1 above in connection with any party entitled to be indemnified pursuant to Section 7.1 (an “action, suit, proceeding or demand at any time instituted against or made upon Indemnified Party”) receives notice of the assertion Party by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing for which Indemnified Party may seek indemnification hereunder (any such claim or Action being referred to herein as an a “Indemnifiable Third Party Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification), the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “of such Third Party Claim Notice”) and of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation Indemnified Party’s claim of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by such failure. (b) The with respect thereto. Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice such notice to notify Indemnified Party in writing if it has elected to undertake, conduct and control, through counsel of its their own choosingchoosing (subject to the consent of the Indemnified Party, such consent not to be unreasonably withheld, conditioned or delayed) and at its their sole risk and expense, the good faith settlement or defense thereofof such Third Party Claim, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that : (Aa) all settlements require the Indemnifying Party shall permit prior reasonable consultation with the Indemnified Party and the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, and (b) the Indemnified Party shall be entitled to participate in such settlement or defense through counsel chosen by the Indemnified Party, provided that the fees and expenses of such counsel shall be borne by the Indemnified Party. So long as the Indemnifying Party is contesting any such Third Party Claim in good faith, the indemnified party or parties shall not pay or settle any such Third Party Claim; provided, however, that notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such Third Party Claim at any time, provided that in such event they shall waive any right of indemnification therefor by the Indemnifying Party. If the Indemnifying Party does not make a timely election to undertake the good faith defense or settlement of the Third Party Claim as aforesaid, or if the Indemnifying Party fails to proceed with the good faith defense or settlement of the matter after making such election, then, in either such event, the Indemnified Party shall have the right to contest, settle or compromise (subject to provided that all settlements or compromises require the prior reasonable consultation with the Indemnifying Party and the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that conditioned or delayed) the reasonable fees Third Party Claim at their exclusive discretion, at the risk and expenses expense of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claim.

Third Party Claims. (ai) If any Promptly after receipt by an indemnified party entitled to be indemnified pursuant to under Section 7.1 7(a), (an “Indemnified Party”b), (c) receives or (d) hereof of notice of the assertion by any third party of any claim or Proceeding for which it may seek indemnification hereunder, such indemnified party shall, if a claim is to be made EXECUTION COPY against an indemnifying party under such Section, give notice to the indemnifying party of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnificationProceeding, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that but the failure to provide such notice shall notify the indemnifying party will not relieve or otherwise affect the obligation indemnifying party of the Indemnifying Party any liability that it may have to provide indemnification hereunderany indemnified party, except to the extent that any damages directly resulted the indemnifying party demonstrates that the defense of such claim or were caused Proceeding is prejudiced by the indemnifying party's failure to receive such failurenotice. (bii) The Indemnifying Party shall have thirty (30) days after receipt If an indemnified party gives notice to the indemnifying party of the Claim Notice commencement of such claim or Proceeding pursuant to undertake, conduct and control, through counsel of its own choosing, and at its expenseSection 7(e)(i), the settlement or defense thereof, and the Indemnified Party indemnifying party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party be entitled to participate in such settlement claim or defense through counsel chosen by the Indemnified Party (subject Proceeding, and, to the consent extent that it wishes (unless the indemnifying party is also a party to such claim or Proceeding and the indemnified party determines in good faith that joint representation would result in a conflict of interest), to assume the control of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees investigation and expenses defense of such claim or Proceeding with counsel shall not be borne by reasonably satisfactory to the Indemnifying Partyindemnified party and, and (B) after notice from the Indemnifying Party shall not settle any Indemnifiable Claim without indemnifying party to the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt indemnified party of the Claim Notice that it elects its election to undertake assume the defense of the Indemnifiable Claim described thereinsuch claim or Proceeding, the Indemnified Party indemnifying party shall not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 7 for any fees of other counsel or any other expenses with respect to the defense of such claim or Proceeding. If the indemnifying party assumes the defense of a claim or Proceeding, (1) no compromise or settlement of such claim or Proceeding may be effected by the indemnifying party without the indemnified party's consent unless the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (2) the indemnifying party shall have the right no liability with respect to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of such claim or Proceeding effected without its consent. (iii) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a claim or Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such claim or Proceeding, but the indemnifying party shall not pay defense costs and shall not be bound by or liable for any such Indemnifiable Claimdetermination of a claim or Proceeding so defended or any compromise or settlement thereof.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 indemnifiable hereunder (an “"Indemnified Party”") receives notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing action (any such claim or Action action being referred to herein as an “"Indemnifiable Claim”") with respect to which another any other party hereto (an “"Indemnifying Party”") is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “"Claim Notice”") of the Indemnifiable Claim; provided, however, that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages Damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, however, that (Ai) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (Bii) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s 's consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s 's consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described thereintherein or does not undertake and pursue vigorously the defense of such Indemnifiable Claim, the Indemnified Party shall have the right to contest, settle, settle or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, however, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claim. (d) Anything contained in this Section 6.3 to the contrary notwithstanding, no Indemnifying Party shall be entitled to assume the defense of any Indemnifiable Claim (and shall be liable for the reasonable fees and expenses incurred by the Indemnified Party in defending such claim) if the Indemnifiable Claim seeks an order, injunction or other equitable relief or relief for other than money damages against any Investor which such Investor determines, after conferring with its counsel, cannot be separated from any related claim for money damages.

Third Party Claims. If a claim by a third party (aa "Third-Party Claim") If any party entitled to be indemnified pursuant to Section 7.1 (is made against an “Indemnified Party”) receives notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Claims Notice to undertake, conduct and control, through counsel of its own choosing, choosing and at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party it in connection therewith; provided, provided that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the such Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying such Indemnified Party, and (B) . If the Indemnifying Party so chooses to assume the defense it shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withhelddo so promptly and diligently. So long as the Indemnifying Party is vigorously reasonably contesting any such Indemnifiable Claim claim in good faith, the Indemnified Party shall not pay or settle any such claim without claim. 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 therefore by the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) . If the Indemnifying Party does not notify the Indemnified Party in writing within thirty (30) days after receipt of the Claim Claims Notice that it elects to undertake the defense of the Indemnifiable Claim described thereinthereof, the Indemnified Party shall have the right to contest, settle, settle or compromise the Indemnifiable Claim claim but shall not thereby waive any right to indemnity therefore pursuant to this Agreement. The Indemnifying Party shall not, except with the written consent of the Indemnified Party, enter into any settlement unless (i) there is no finding or admission of any violation of applicable law, (ii) the sole relief provided is monetary damages that are paid in full by the exercise of its reasonable discretion; providedIndemnifying Party, that (iii) the Indemnified Party or its Affiliates shall notify the Indemnifying Party of have no liability with respect to any compromise or settlement of such Third-Party Claim, and (iv) the compromise or settlement provides to the Indemnified Party and its affiliates and agents an unconditional release from all liability with respect to such Third-Party Claim or the facts underlying such Third-Party Claim. With respect to any Third-Party Claim subject to indemnification under this Section 11, (x) both the Indemnified Party and the Indemnifying Party, as the case may be, shall keep the other party reasonably informed of the status of such Indemnifiable ClaimThird-Party Claim and any related proceedings at all stages thereof, (y) the parties agree to render to each other assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim and (z) with respect to any Third-Party Claim subject to indemnification under this Section 11, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential and the attorney-client and work-product privileges. All claims for indemnification hereunder shall be asserted no later than two (2) years after the Transfer Date, except as follows: claims with respect to Losses arising out of or related in any way to Third-Party Claims (including, but not limited to, federal, state or local authorities or private parties) against any Buyer Protected Parties or Transferor Protected Parties with respect to any of the matters described in Section 11(a) or Section 11(b) hereof may be asserted until, and shall be asserted no later than, thirty (30) days after the expiration of the applicable statute of limitations with respect thereto; or claims arising out of or related in any way to the representations and warranties set forth in Sections 8(a)(i), (ii), (iii)(A)(3), (iv), (ix), and (b)(i), (ii) or (iv)(C) and (c)(i) or (ii), hereof, and to covenants hereunder, may be asserted until, and shall be asserted no later than, the expiration of the applicable statute of limitations with respect thereto.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of shall notify an Indemnified Party in writing with respect to any matter involving a claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing party (any such claim or Action being referred to herein as an a “Indemnifiable Third Party Claim”) with respect and such Indemnified Party believes such claim would give rise to which another party hereto (an “a claim for indemnification against the Indemnifying Party”) is or may be obligated to provide indemnificationParty under this Article 7, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Indemnifiable Third Party Claim; provided, that a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure to provide such notice so notify the Indemnifying Party shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, of its obligations hereunder except to the extent that any damages directly resulted or were caused the Indemnifying Party shall have been materially prejudiced by such failure. (b) The Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within thirty (30) days after of receipt of the Claim Notice to undertakeNotice, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim and acknowledging to the Indemnified Party in writing that it would have an indemnity obligation for any Losses resulting from or arising out of such Third Party Claim as provided under this Article 7, and upon delivery of such notice and acknowledgement by the Indemnifying Party, the Indemnifying Party shall have the right to control and settle the proceeding, provided that, (i) any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party which consent shall not be unreasonably withheld or delayed, and (ii) and the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of such defense on a regular basis. (c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in connection therewith; provided, that (A) contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person. The Indemnified Party shall permit have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim for which indemnity is sought under this Agreement, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement (except for its consent required under Section 7.2(b) above) of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 7.2(b). (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within thirty (30) days of the Claim Notice, the Indemnified Party to participate in may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided that, any such settlement or defense through counsel chosen by compromise shall be permitted hereunder only with the Indemnified Party (subject to the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay withheld or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withhelddelayed. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claim.

Third Party Claims. (a) If any party entitled The obligations and liabilities of each Party under Clause 9.1 related to be indemnified pursuant to Section 7.1 (an “a claim asserted against the Indemnified Party”) receives notice of the assertion Party by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing Person (any such claim or Action being referred to herein as an “Indemnifiable "Third-Party Claim”") with respect to which another party hereto (an “Indemnifying Party”) is or may shall be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except subject to the extent that following terms and conditions: 9.3.1 At any damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days time after receipt of the notice of any Third-Party Claim Notice to undertakeasserted against, conduct and control, through counsel of its own choosing, and at its expense, the settlement imposed upon or defense thereof, and the incurred by an Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of such claim in writing. The Indemnifying Party shall be entitled, at its own expenses, to participate in and, upon written request from the Indemnified Party, shall undertake the defense thereof in good faith by counsel of the Indemnifying Party’s own choosing, which counsel shall be satisfactory to the Indemnified Party, provided, however, that (i) the Indemnified Party shall at all times have the option, at its own expense, to participate fully therein (without controlling such action) and (ii) if in the Indemnified Party’s judgment a conflict of interest exists such Indemnified Party shall be entitled to select counsel of its own choosing reasonably satisfactory to the Indemnifying Party, and the Indemnifying Party shall be obligated to pay the fees and expenses of such counsel. 9.3.2 If within 15 (fifteen) days after written notice to the Indemnified Party of the Indemnifying Party’s intention to undertake the defense of any Third-Party Claim the Indemnifying Party shall fail to defend the Indemnified Party against such Third Party Claim, the Indemnified Party will have the right (but not the obligation) to undertake the defense and/or enter into a compromise or settlement of such Third-Party Claim on behalf of, and for the account and at the risk of, the Indemnifying Party. 9.3.3 Each Party shall provide the Indemnified Party with access to all records and documents within such Party’s possession, custody or control relating to any such Indemnifiable Third Party Claim, and shall otherwise co-operate with the Indemnified Party with respect to any Third-Party Claim.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion a claim by any a third party of is made against any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) Indemnified Party with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated the Indemnified Party intends to provide indemnificationseek indemnification hereunder for any Loss under this Article VIII, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claimsuch claim; provided, however, that no delay or failure in delivering any such Claim Certificate shall in any manner limit any Indemnified Party’s rights hereunder unless and only to the failure to provide such notice shall not relieve or otherwise affect the obligation of extent the Indemnifying Party to provide indemnification hereunder, except is actually and materially prejudiced thereby. Subject to the extent that any damages directly resulted or were caused by such failure. (b) The provisions of this Section 8.7(a), the Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice right, but not the obligation, to undertake, conduct and control, through counsel of its own choosingchoosing that is reasonably acceptable to the Indemnified Party, and at its expense, the settlement or defense thereofany third-party Action (a “Third-Party Claim”), and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewithmay compromise or settle the same; provided, however, that (A) the Indemnifying Party shall permit give the Indemnified Party to participate in such advance notice of any proposed compromise or settlement and the Indemnifying Party shall not compromise or defense through counsel chosen by settle any Third-Party Claim without the prior written consent of the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that conditioned or delayed) unless such compromise or settlement (x) provides for no relief other than the reasonable fees and expenses payment of such counsel shall not be monetary damages borne solely by the Indemnifying Party, (y) does not include any admission of wrongdoing or violation of Law on the party of the Indemnified Party or its Affiliates and (Bz) includes as an unconditional term thereof the giving by the third-party claimant to the Indemnified Party of a release from all Liability in respect thereof; provided, further, that the Indemnifying Party shall not settle have no right to conduct or control any Indemnifiable Third-Party Claim without (i) if the Indemnifying Party fails to notify the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt the Indemnified Party has given notice of the Third-Party Claim Notice to the Indemnifying Party, that it elects to undertake the Indemnifying Party is assuming the defense of such Third-Party Claim; (ii) unless the Indemnifiable Indemnifying Party expressly agrees in writing that such Indemnifying Party shall be liable for all Losses related to such Third-Party Claim, (iii) if the Third-Party Claim described thereinseeks equitable relief against the Indemnified Party; (iv) in the case where Seller is the Indemnifying Party if the Losses claimed in connection therewith involve an amount in excess of the amount then available for indemnification with respect to such matter in light of the limitations set forth in this Article VIII; (v) if upon the written advice of outside counsel, the Indemnified Party determines in good faith that an actual conflict of interest exists which, under applicable principles of legal ethics, would reasonably be expected to prohibit a single legal counsel from representing both the Indemnified Party and the Indemnifying Party in such Action; (vi) if such Third-Party Claim is brought by a Governmental Authority or alleges criminal violation of any Law; (vii) if such Third-Party Claim involves a Material Customer or (viii) if such Third Party Claim involves a Material Supplier and the reasonably anticipated Losses with respect to such claim are $1,000,000 or less. (b) Unless and until the Indemnifying Party elects to control or conduct the defense of any Third-Party Claim in accordance with (and to the extent permitted by) Section 8.7(a), the Indemnified Party shall have the right to contest, settle, control or compromise conduct the Indemnifiable Claim in the exercise defense of its reasonable discretionsuch Third-Party Claim; provided, that (i) in such event, the Indemnified Party shall notify diligently conduct such defense (including the making of all filings and responses due during such time) and (ii) no Indemnified Party may compromise or settle any Third-Party Claim for which it is seeking indemnification hereunder without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld, conditioned or delayed. If the Indemnifying Party does not (or, pursuant to Section 8.7(a), is not permitted to) elect to control or conduct the defense of a Third-Party Claim, the Indemnifying Party nevertheless shall have the right to participate in the defense of any compromise or settlement Third-Party Claim and, at its own expense, to employ counsel of its own choosing for such purpose. An Indemnifying Party will lose any previously acquired right to control the defense of any Third-Party Claim if for any reason the Indemnifying Party ceases (after notice and reasonably opportunity to cure) to actively, competently and diligently conduct the defense. (c) The Parties shall reasonably cooperate in the defense or prosecution of any Third-Party Claim, with such Indemnifiable cooperation to include (i) the retention and the provision of any non-confidential Indemnifying Party records and information that are reasonably relevant to such Third-Party Claim, and (ii) the use of commercially reasonable efforts to make available employees of the Indemnifying Party and Indemnified Party who possess material information relevant to such Third-Party Claim on a mutually convenient basis for providing additional information and explanation of any material provided hereunder.

Third Party Claims. In the event that a Party (athe “Indemnitee”) If any party entitled desires to be indemnified make a claim against another Party (the “Indemnitor”) pursuant to Section 7.1 (an “Indemnified Party”) receives notice of 8.1 or Section 8.2 in connection with any action, suit, proceeding or demand at any time instituted against or made upon the assertion Indemnitee by any third party for which the Indemnitee may seek indemnification hereunder (a “Third Party Claim”), the Indemnitee shall promptly notify, in writing, the Indemnitor of any claim or such Third Party Claim and of the commencement by any such third person Indemnitee’s claim of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) indemnification with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by such failure. (b) thereto. The Indemnifying Party Indemnitor shall have thirty (30) days after receipt of such notice to notify the Claim Notice Indemnitee if he/she or it has elected to undertakeassume the defense of such Third Party Claim. If the Indemnitor elects to assume the defense of such Third Party Claim, the Indemnitor shall be entitled at his/her or its own expense to conduct and control, control the defense and settlement of such Third Party Claim through counsel of his/her or its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, however, that (A) the Indemnifying Party shall permit the Indemnified Party to Indemnitee may participate in such settlement or the defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such Third Party Claim with his/her or its own counsel shall not be borne by at his/her or its own expense and the Indemnifying Party, and (B) the Indemnifying Party shall Indemnitor may not settle any Indemnifiable Third Party Claim without the Indemnified PartyIndemnitee’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not Indemnitor fails to notify the Indemnified Party Indemnitee within thirty (30) days after receipt of the Claim Notice that it elects Indemnitee’s written notice of a Third Party Claim, the Indemnitee shall be entitled to undertake assume the defense of such Third Party Claim at the Indemnifiable Claim described therein, expense of the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretionIndemnitor; provided, however, that the Indemnified Indemnitee may not settle any Third Party Claim without the Indemnitor’s consent, which shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claimnot be unreasonably withheld.

Third Party Claims. (a) If In the event that any third party entitled to claim shall be indemnified pursuant to instituted or asserted by any Person in respect of which payment may be sought under Section 7.1 13.2 (an “Indemnified Party”) receives notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Indemnification Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification), the Indemnified Party shall promptly notify cause written notice of the assertion of any Indemnification Claim of which it has knowledge which is covered by this indemnity to be forwarded to the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by such failure. (b) Party. The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice right, at its sole option and expense, to undertake, conduct and control, through be represented by counsel of its own choosingchoice, which must be reasonably satisfactory to the Indemnified Party, and to defend against, negotiate, settle or otherwise deal with any Indemnification Claim that relates to any Losses indemnified against hereunder. If the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Indemnification Claim that relates to any Losses indemnified against hereunder, it shall promptly notify the Indemnified Party of its intent to do so. If the Indemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any Indemnification Claim which relates to any Losses indemnified against hereunder, fails to notify the Indemnified Party of its election as herein provided or contests its obligation to indemnify the Indemnified Party for such Losses under this Agreement, the Indemnified Party may defend against, negotiate, settle or otherwise deal with such Indemnification Claim. If the Indemnifying Party shall assume the defense of any Indemnification Claim, the Indemnified Party may participate, at his or its own expense, in the defense of such Indemnification Claim. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Indemnification Claim. Notwithstanding anything in this Section 13.5 to the contrary, neither the Indemnifying Party nor the Indemnified Party shall, without the written consent of the other party, settle or compromise any Indemnification Claim or permit a default or consent to entry of any judgment unless the claimant and such party provide to such other party an unqualified release from all liability in respect of the Indemnification Claim. Notwithstanding the foregoing, if a settlement offer solely for money damages is made by the applicable third party claimant, and the Indemnifying Party notifies the Indemnified Party in writing of the Indemnifying Party’s willingness to accept the settlement or defense thereofoffer and, subject to the applicable limitations of Section 13.2, pay the amount called for by such offer, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provideddeclines to accept such offer, that (A) the Indemnifying Party shall permit the Indemnified Party may continue to participate in contest such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent Indemnification Claim, free of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Indemnification Claim that the Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (Bi) the amount of the settlement offer that the Indemnified Party declined to accept plus the Losses of the Indemnified Party relating to such Indemnification Claim through the date of its rejection of the settlement offer and (ii) the aggregate Losses of the Indemnified Party with respect to such Indemnification Claim. If the Indemnifying Party makes any payment on any Indemnification Claim, the Indemnifying Party shall not settle any Indemnifiable Claim without be subrogated, to the Indemnified Party’s consentextent of such payment, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, to all rights and remedies of the Indemnified Party shall not pay to any insurance benefits or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify other claims of the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects with respect to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Indemnification Claim.

Third Party Claims. (a) If any party entitled to Proceeding shall be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion brought or asserted by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an a “Indemnifiable ClaimThird Party Proceeding”) with respect which, if adversely determined, could entitle the Indemnified Party to which another party hereto (an “Indemnifying Party”) is or may be obligated indemnity pursuant to provide indemnificationthis Section 5.2, the Indemnified Party shall promptly within thirty (30) days notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claimsame in writing, specifying in detail the basis of such Third Party Proceeding and the facts pertaining thereto and attaching a copy of any summons, complaint or other pleading served upon the Indemnified Party; providedprovided that, that the failure to provide such notice so notify an Indemnifying Party shall not relieve or otherwise affect the obligation Indemnifying Party of its obligations hereunder except to the extent such failure shall have materially harmed the Indemnifying Party. The Indemnifying Party may, in its discretion, elect to assume and control the defense of such Third Party Proceeding (such election to be without prejudice to the right of the Indemnifying Party to provide indemnification hereunderdispute whether such Third Party Proceeding is an indemnifiable Loss under this Article V), except to the extent that any damages directly resulted or were caused which defense shall be prosecuted vigorously by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party to a final conclusion or settled in connection therewithaccordance with this Section 5.2.4(b); provided, that provided that, (Ai) the Indemnifying Party shall permit reasonably consult with the Indemnified Party with respect to participate in the handling of such settlement or defense through Third Party Proceeding and the Indemnifying Party must employ counsel chosen by reasonably satisfactory to the Indemnified Party; (ii) the Indemnifying Party (subject to shall not settle or compromise any Third Party Proceeding without the express written consent of the Indemnifying Indemnified Party, which consent shall not be unreasonably withheld), provided withheld or delayed; and (iii) if such Third Party Proceeding is one in which the named parties include both the Indemnifying Party and the Indemnified Party and the Indemnified Party has been advised by counsel that there may be legal defenses available to the reasonable fees and expenses of such counsel shall not be borne by Indemnified Party which are different from or additional to those available to the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without be entitled, at the Indemnifying Indemnified Party’s consentsole cost, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects risk and expense, to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise separate counsel of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claimown choosing.

Third Party Claims. (a) If any Upon receipt by the party entitled seeking to be indemnified pursuant to Section 7.1 9.02 (an “Indemnified Party”the "Indemnitee") receives of notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitrationproceedings, hearingaudit, inquiryclaim, proceedingdemand or assessment (each, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such a "Claim") against it which might give rise to a claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnificationfor Damages, the Indemnified Party Indemnitee shall promptly notify give prompt written notice thereof (which shall be within 20 days of receipt by the Indemnifying Party in writing Indemnitee of such Claim) to the party from which it seeks to be indemnified (the “"Indemnitor") indicating the nature of such Claim Notice”) of and the Indemnifiable Claimbasis therefor; provided, however, that any delay or failure by the failure Indemnitee to provide such give notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent Indemnitor shall relieve the Indemnitor of its obligations hereunder only to the extent, if at all, that any damages directly resulted it is materially prejudiced by reason of such delay or were caused by such failure. (b) The Indemnifying Party Indemnitor shall have thirty (30) days after receipt the right, at its option, to assume the defense of, at its own expense and by its own counsel, any such Claim. Assumption of the defense of any Claim Notice by the Indemnitor shall not prejudice the right of the Indemnitor to undertakeclaim at a later date that such Claim is not a proper matter for indemnification pursuant to this Article IX. If the Indemnitor shall undertake to compromise or defend any such Claim, conduct and control, through counsel it shall promptly notify the Indemnitee of its own choosing, and at its expense, the settlement or defense thereofintention to do so, and the Indemnified Party Indemnitee agrees to cooperate fully with the Indemnitor and its counsel in the compromise of, or defense against, any such Claim; provided, however, that the Indemnitor shall not settle any such Claim without the prior written consent of the Indemnitee (which consent will not be unreasonably withheld) unless the relief consists solely of money damages and includes a provision whereby the plaintiff or claimant in the matter releases the Indemnitee from all liability with respect thereto. Notwithstanding an election to assume the defense of such action or proceeding, the Indemnitee shall have, upon giving prior written notice to the Indemnitor, the right to employ separate counsel and to participate in the defense of such action or proceeding, and the Indemnitor shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the Indemnitor shall not have employed counsel reasonably satisfactory to the Indemnitee to represent it within a reasonable time after notice of the institution of such action or proceeding, (ii) the Indemnitee shall have determined in good faith that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnitor inappropriate, (iii) the Indemnitor is not defending a Claim, or (iv) the Indemnitor shall have authorized the Indemnitee to employ separate counsel at the Indemnitor's expense, and in each such case the Indemnitee may defend such Claim on behalf of and for the account and risk of the Indemnitor. In any event, the Indemnitee and its counsel shall cooperate with the Indemnifying Party Indemnitor and its counsel and keep such counsel informed of all developments relating to any such Claims, provide copies of all relevant correspondence and documentation relating thereto, and shall not assert any position in any proceeding inconsistent with that asserted by the Indemnitor. All costs and expenses incurred in connection therewith; providedwith the Indemnitee's cooperation shall be borne by the Indemnitor. In any event, that (A) the Indemnifying Party Indemnitee shall permit have, upon giving prior written notice to the Indemnified Party Indemnitor, the right at its own expense to participate in the defense of such asserted liability. In no event shall the Indemnitee consent to any judgment or entry into any settlement or defense through counsel chosen by without the Indemnified Party (subject to the written consent of the Indemnifying Party, Indemnitor (which consent shall will not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claim.ARTICLE X

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by such failure. (b) The Indemnifying Party under this Article 9 shall have the right, but not the obligation, exercisable by written notice to the Indemnified Party within thirty (30) days after of receipt of the a Third Party Claim Notice from the Indemnified Party with respect thereto, to undertake, assume the conduct and control, at the expense of the Indemnifying Party and through counsel of its own choosingchoosing that is reasonably acceptable to the Indemnified Party, and at its expense, the settlement or defense thereofany Third Party Claim, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewithmay compromise or settle the same; provided, provided that (A) the Indemnifying Party shall permit give the Indemnified Party to participate in such advance written notice of any proposed compromise or settlement or defense through counsel chosen by and shall not, without the prior written consent of the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided consent to or enter into any compromise or settlement that commits the reasonable fees Indemnified Party, to take, or to forbear to take, any action or does not provide for a full and expenses of such counsel shall not be borne complete written release by the Indemnifying applicable Third Party of the Indemnified Party, and (B) . No Indemnified Party may compromise or settle any Third Party Claim for which it is seeking indemnification hereunder without the consent of the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, (which consent shall not be unreasonably withheld). So long as the No Indemnifying Party is vigorously contesting may consent to the entry of any judgment that does not relate solely to monetary damages arising from any such Indemnifiable Third Party Claim in good faith, without the prior written consent of the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, (which consent shall not be unreasonably withheld). Should the Indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 9.5(b) below, the Indemnifying Party shall not be liable to any Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the Indemnifying Party is not obligated to indemnify, defend or hold harmless any Indemnified Party from and against the Third Party Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including attorneys’ fees) and any damages incurred by the Indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party. (b) Without limiting Section 9.5(a), any Indemnified Party 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 Indemnified Party’s own expense unless (i) the employment thereof and payment therefore has been specifically authorized in advance by the Indemnifying Party in writing, or (ii) the Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.5(a) (in which case the Indemnified Party shall control the defense). (c) If Regardless of whether the Indemnifying Party does not notify chooses to defend or prosecute any Third Party Claim, the Indemnified Party within thirty (30) days after receipt shall, and shall cause each other Indemnified Party to, cooperate in the 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, with reasonable prior notice, afforded to the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Claim Notice that it elects to undertake Indemnified Party controls the defense of the Indemnifiable Claim described thereinclaim, the Indemnifying Party shall cooperate with the Indemnified Party shall have on the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claimterms described above.

Third Party Claims. (ai) If any Promptly after receipt by an indemnified party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives of notice of the assertion by commencement of any third action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, investigative or informal) commenced, brought, conducted or heard before or otherwise involving any court, governmental agency or entity or arbitrator (a "Proceeding") against it, such indemnified party will, if a claim is to be made against an indemnifying party under this Section 7.2, give notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will not relieve the indemnifying party of any claim or of the commencement by liability that it may have to any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunderindemnified party, except to the extent that any damages directly resulted or were caused the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnified party's failure to give such failurenotice. (bii) The Indemnifying Party shall have thirty (30If any Proceeding referred to in Section 7.2(h)(i) days after receipt is brought against an indemnified party and it gives notice to the indemnifying party of the Claim Notice to undertake, conduct and control, through counsel commencement of its own choosing, and at its expensesuch Proceeding, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party indemnifying party will be entitled to participate in such settlement Proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such Proceeding and the indemnified party reasonably determines that joint representation would be inappropriate), to assume the defense of such Proceeding with counsel satisfactory to the indemnified party (acting in good faith) and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the indemnified party under this Section 7 for any fees of other counsel or any other expenses with respect to the defense through counsel chosen of such Proceeding, in each case subsequently incurred by the Indemnified Party indemnified party in connection with the defense of such Proceeding, other than reasonable costs of investigation. If the indemnifying party assumes the defense of a Proceeding, (subject to i) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of any law, statute, ordinance, regulation or ruling or any violation of the Indemnifying Party, which consent shall not rights of any person and no effect on any other claims that may be unreasonably withheld), provided that made against the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Partyindemnified party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without sole relief provided is monetary damages that are paid in full by the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as indemnifying party; and (ii) the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects indemnified party will have no liability with respect to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and the indemnifying party does not, within thirty days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such Indemnifiable ClaimProceeding, the indemnifying party will be bound by any determination made in such Proceeding or any compromise or settlement effected by the indemnified party. (iii) Notwithstanding the foregoing, if an indemnified party reasonably determines that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld).

Third Party Claims. (ai) If any party entitled to be indemnified pursuant to Paragraph (a) of this Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by such failure. (bii) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (BBi) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (ciii) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claim.

Third Party Claims. (a) If a claim by a third-party is made against any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) Party with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated the Indemnified Party intends to provide indemnificationseek indemnification hereunder for any Loss under this ARTICLE VIII, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by such failure. (b) claim. The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice right, but not the obligation, to undertake, conduct and control, through counsel of its own choosing, any such third party claim, action, suit or proceeding (a “Third-Party Claim”). If the Indemnifying Party elects to conduct and control any Third-Party Claim, it shall, within thirty (30) days of receipt of notice of such Third-Party Claim, notify the Indemnified Party of its intent to do so. If the Indemnifying Party elects not to conduct and control any Third Party Claim, the Indemnified Party may conduct and control any Third-Party Claim. Notwithstanding the foregoing, if any Purchaser Indemnitee is an Indemnified Party in connection with a Third-Party Claim involving any Intellectual Property, any then current employee, any then current customer or supplier, or any Taxes, in each case, of the Business, Purchaser may control the defense of such Third Party Claim through counsel of its choosing, subject to reasonable input from Sellers, and at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the . The Indemnifying Party shall permit the Indemnified Party to participate in in, but not control, the defense of any such settlement action or suit which the Indemnifying Party has elected to assume the defense of through counsel chosen by the Indemnified Indemnifying Party; provided, however, that the fees and expenses of such counsel shall be borne by the Indemnifying Party. If the Indemnifying Party (subject elects not to control or conduct the defense or prosecution of a Third-Party Claim, the Indemnifying Party nevertheless shall have the right to participate in the defense or prosecution of any Third-Party Claim and, at its own expense, to employ counsel of its own choosing for such purpose. Notwithstanding anything in this Section 8.7(a) to the contrary, the Indemnifying Party shall not, without the written consent of the Indemnifying Indemnified Party, which consent shall not be unreasonably withheld)withheld or delayed, provided that settle or compromise any Third-Party Claim unless the reasonable fees and expenses settlement or compromise involves only the payment of such counsel shall not be borne by monetary damages. Notwithstanding anything in this Section 8.7(a) to the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faithcontrary, the Indemnified Party shall not pay or settle such claim not, without the written consent of the Indemnifying Party’s consent, which consent shall not be unreasonably withheldsettle or compromise any Third-Party Claim. (cb) If The Parties shall cooperate in the defense or prosecution of any Third-Party Claim, with such cooperation to include (i) the retention and the provision of the Indemnifying Party does not notify records and information that are reasonably relevant to such Third-Party Claim and (ii) the Indemnified Party within thirty (30) days after receipt making available of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party employees on a mutually convenient basis for providing additional information and explanation of any compromise or settlement of any such Indemnifiable Claimmaterial provided hereunder.

Third Party Claims. (a) If Any Indemnified Party seeking or intending to seek indemnification under this Agreement in respect of, arising out of or involving any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge demand or investigation Proceeding made by any Person who is not a Party or before any governmental entity or arbitrator and an appeal from any of the foregoing Affiliate thereof (any such claim or Action being referred to herein as an a “Indemnifiable Third Party Claim”) against the Indemnified Party shall promptly give a Claim Notice to the Indemnitor(s) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnificationthe Third Party Claim. Thereafter, the Indemnified Party shall promptly notify deliver to the Indemnifying Indemnitor, after the Indemnified Party’s receipt thereof, copies of all notices, pleadings, demands and documents received by the Indemnified Party in writing (or its Affiliates or Representatives relating to the “Claim Notice”) of the Indemnifiable Third Party Claim; provided, that the . The failure to provide such give notice as provided in this Section 11.5 shall not relieve or otherwise affect the obligation Indemnitor of the Indemnifying Party to provide indemnification hereunder, its obligations hereunder except to the extent that any damages directly resulted or were caused it shall have been prejudiced by such failure. (b) The Indemnifying In the event of a Third Party Claim, the Indemnitor shall have thirty the sole and absolute right, at its election (30within twenty (20) days after Business Days following its receipt of the Claim Notice from the Indemnified Party with respect to undertake, conduct and control, through counsel of its own choosing, such Third Party Claim) and at its expense, the settlement to control, defend against, negotiate, settle or defense thereofotherwise deal with such Third Party Claim using counsel of its choice; provided, and however, that the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party to may participate in any such settlement proceeding with counsel of its choice and at its sole expense. The Indemnitor shall not settle or defense through counsel chosen by otherwise compromise any such Third Party Claim without the consent of the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that conditioned or delayed) if the reasonable fees and expenses of such counsel shall settlement does not be borne include as a term thereof the giving by the Indemnifying Party, and (BPerson(s) the Indemnifying asserting such Third Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, to the Indemnified Party shall not pay or settle of a release from all liability with respect to such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) Third Party Claim. If the Indemnifying Party Indemnitor does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects so elect to undertake the defense of the Indemnifiable Claim described thereinsuch Third Party Claim, the Indemnified Party shall have the right to contest, settle, or compromise undertake the Indemnifiable Claim in defense against the exercise of its reasonable discretionThird Party Claim; provided, that the Indemnified Party shall notify not settle or otherwise compromise any such Third Party Claim without the Indemnifying Party consent of any compromise the Indemnitor (which consent shall not be unreasonably withheld, conditioned or delayed). The Parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Indemnifiable Third Party Claim. (c) To the extent of any inconsistency between this Section 11.5 and Section 8.1(f) (relating to Tax Contests), the provisions of Section 8.1(f) shall control with respect to Tax Contests.

Third Party Claims. (a) If Promptly after the receipt by any party entitled to be indemnified indemnification (the "Indemnified Party") pursuant to this Section 7.1 (an “Indemnified Party”) receives 6 or notice of the assertion by any third party commencement of any action against such Indemnified Party by a third party, such Indemnified Party shall, if a claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect thereto is to which another be made against any party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnificationindemnification (the "Indemnifying Party") pursuant to this Section 6, the Indemnified Party shall promptly notify the give such Indemnifying Party written notice thereof in writing (the “Claim Notice”) reasonable detail in light of the Indemnifiable Claim; provided, that the circumstances then known to such Indemnified Party. The failure to provide give such notice shall not relieve or otherwise affect the obligation of the any Indemnifying Party to provide indemnification hereunderfrom any obligation hereunder except where, except and then solely to the extent that any damages directly resulted or were caused by that, such failure. (b) The failure actually and materially prejudices the rights of such Indemnifying Party. Such Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice right to undertakedefend such claim, conduct at such Indemnifying Party's expense and control, through with counsel of its own choosingchoice reasonably satisfactory to the Indemnified Party, provided that the Indemnifying Party conducts the defense of such claim actively and at its expensediligently. If the Indemnifying Party assumes the defense of such claim, the settlement or defense thereof, and the Indemnified Party shall agrees to reasonably cooperate with in such defense so long as the Indemnified Party is not materially prejudiced thereby. So long as the Indemnifying Party is conducting the defense of such claim actively and diligently, the Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in connection therewith; providedthe defense of such claim, that (A) and neither any Indemnifying Party nor any Indemnified Party will consent to the entry of any judgment or enter into any settlement with respect to such claim without the prior written consent of the other, which consent will not be unreasonably withheld. In the event the Indemnifying Party shall permit does not or ceases to conduct the defense of such claim actively and diligently, (w) the Indemnified Party may defend against such claim in any manner it may reasonably deem to participate in such settlement or defense through counsel chosen by be appropriate, (x) upon receiving the Indemnified Party (subject to the prior written consent of the Indemnifying Party, which consent shall will not be unreasonably withheld), provided that the reasonable fees and expenses Indemnified Party may consent to the entry of any judgment or enter into any settlement with respect to such counsel shall not be borne by the Indemnifying Partyclaim, and (By) the Indemnifying Party shall not settle any Indemnifiable Claim without will reimburse the Indemnified Party’s consentParty promptly and periodically for the costs of defending against such claim, which consent shall not be unreasonably withheld. So long as including reasonable attorneys' fees and expenses, and (z) the Indemnifying Party is vigorously contesting will remain responsible for any such Indemnifiable Claim in good faith, Losses the Indemnified Party shall not pay or settle Indemnitee may suffer as a result of such claim without to the Indemnifying Party’s consent, which consent shall not be unreasonably withheldfull extent provided in this Section 6. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claim.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “the Indemnified Party”) Party receives notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) a Third Party Claim with respect to which another party hereto (an “the Indemnifying Party”) Party is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “"Claim Notice”") of the Indemnifiable Claim; provided, provided that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages Damages directly resulted from or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosingsatisfactory to the Indemnified Party, and at its the Indemnifying Party's expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (Ai) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, Party and shall not be included in any Damages claimed hereunder and (Bii) the Indemnifying Party shall not settle any Indemnifiable Third Party Claim, except a Claim solely for monetary Damages, without the Indemnified Party’s 's consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Third Party Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s Party consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Third Party Claim described therein, the Indemnified Party shall have the right to contest, settle, settle or compromise the Indemnifiable Third Party Claim in the exercise of its reasonable discretion, on behalf of and for the account and risk of the Indemnified Party; provided, provided that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Third Party Claim. (d) The Indemnifying Party shall not be entitled to assume the defense for any Third Party Claim (and shall be liable for the reasonable fees and expenses incurred by the Indemnified Party in defending such 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 which the Indemnified Party determines, after conferring with its counsel, cannot be separated from any related claim for money damages and which, if successful, would adversely affect the Assets or the business, properties or prospects of the Business.

Third Party Claims. (a) If Any Person seeking indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any party entitled to be indemnified pursuant to Section 7.1 Third Party against the Indemnified Person shall notify the Indemnitor in writing, and in reasonable detail, of the Third Party claim within ten (an “10) days after receipt by such Indemnified Party”) receives Person of written notice of the assertion Third Party claim. Thereafter, the Indemnified Person shall deliver to the Indemnitor, within five (5) days after the Indemnified Person’s receipt thereof, copies of all notices and documents (including court papers) received by any third party the Indemnitor relating to the Third Party claim. Any notice of any a claim or arising by reason of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any representations, warranties, agreements or covenants contained in this Agreement shall refer to the provision of this Agreement upon which such claim or Action being referred is based and describe in reasonable detail the facts giving rise to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, alleged basis for the Indemnified Party shall promptly notify claim and the Indemnifying Party in writing (the “Claim Notice”) amount of the Indemnifiable Claim; provided, that liability asserted against the Indemnitor by reason of the claim. The failure to provide such give notice as provided in this Section 12.5 shall not relieve or otherwise affect the obligation Indemnitor of the Indemnifying Party to provide indemnification hereunder, its obligations hereunder except to the extent that any damages directly resulted or were caused the Indemnitor shall have been prejudiced by such failure. (b) The Indemnifying Party Subject to Section 12.5(c), the Indemnified Person shall have thirty (30) days after receipt of the Claim Notice right to undertake, conduct and control, through counsel of its own choosing, and at its expensethe defense, the compromise or settlement or defense thereofof any Third Party claim against such Indemnified Person as to which indemnification will be sought by any Indemnified Person from any Indemnitor hereunder, and in any such case the Indemnified Party Indemnitor shall reasonably cooperate with the Indemnifying Party in connection therewith; provided, that provided that: (Ai) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense Indemnitor may participate, through counsel chosen by it and at its own expense, in the defense of any such Third Party claim as to which the Indemnified Party Person has so elected to conduct and control the defense thereof; and (subject to ii) the Indemnified Person shall not, without the written consent of the Indemnifying Party, Indemnitor (which written consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Partypay, and (B) the Indemnifying Party shall not compromise or settle any Indemnifiable Claim without such Third Party claim. Notwithstanding the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faithforegoing, the Indemnified Person shall have the right to pay, settle or compromise any such Third Party shall not pay or settle such claim without the Indemnifying Party’s such consent, which provided that in such event the Indemnified Person shall waive any right to indemnity therefor hereunder unless such consent shall not be is unreasonably withheld. (c) If any Third Party claim against any Indemnified Person is solely for money damages, then the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party Indemnitor shall have the right to contestconduct and control, settle, or compromise the Indemnifiable Claim in the exercise through counsel of its reasonable discretion; providedchoosing, that the Indemnified Party shall notify the Indemnifying Party of any defense, compromise or settlement of any such Indemnifiable ClaimThird Party claim against such Indemnified Person as to which indemnification will be sought by any Indemnified Person from any Indemnitor hereunder if the Indemnitor has acknowledged and agreed in writing that, if the same is adversely determined, the Indemnitor has an obligation to provide indemnification to the Indemnified Person in respect thereof, and in any such case the Indemnified Person shall reasonably cooperate in connection therewith; provided that the Indemnified Person may participate, through counsel chosen by it and at its own expense, in the defense of any such Third Party claim as to which the Indemnitor has so elected to conduct and control the defense thereof. Notwithstanding the foregoing, the Indemnified Person shall have the right to pay, settle or compromise any such Third Party claim, provided that in such event the Indemnified Person shall waive any right to indemnity therefor hereunder unless the Indemnified Person shall have sought the consent of the Indemnitor to such payment, settlement or compromise and such consent was unreasonably withheld, in which event no claim for indemnity therefor hereunder shall be waived.

Third Party Claims. (a) If any a third party asserts a claim against a Person entitled to be indemnified pursuant to Section 7.1 indemnification under this Agreement (an “Indemnified Party”): (i) receives The Indemnified Party shall give notice of to the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing Party required to provide indemnification (any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or promptly after gaining actual knowledge of the claim as to which indemnity may be obligated to provide indemnification, sought. If the Indemnified Party shall promptly notify does not give this notice, the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide must still fulfill its indemnification hereunder, obligations except to the extent that any damages directly resulted or were caused by such failurethis failure actually and materially prejudices the Indemnifying Party’s rights. (bii) The Indemnifying Party shall have thirty (30at its own expense) days after receipt may assume the defense of the Claim Notice claim, or Litigation resulting from the claim, with counsel reasonably satisfactory to undertakethe Indemnified Party. In such case, conduct and control, through counsel of its own choosing, and at its expense, or in the settlement or defense thereof, and event that that the Indemnified Party shall cooperate may have available to it one or more material defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in connection therewith; providedrespect of such claim or any Litigation relating thereto, that (A) the Indemnifying Party shall permit the Indemnified Party to may participate in such settlement or defense through counsel chosen by at the Indemnified Party Party’s expense. (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (Biii) the The Indemnifying Party shall cannot settle any Indemnifiable Claim consent to entry of a judgment, or enter into a settlement, without the Indemnified Party’s prior written consent, unless the judgment or settlement is only for monetary damages which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim pays in good faith, full and the judgment or settlement includes an unconditional release in favor of the Indemnified Party shall not pay or settle such with respect to the underlying claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheldand any related Litigation. (civ) If the Indemnifying Party does not notify accept the defense of any matter as provided above, the Indemnified Party within thirty can defend against the claim, and any related Litigation, and may settle the claim, and any related Litigation, with the Indemnifying Party’s prior written consent (30not to be unreasonably withheld or delayed). (v) days after receipt In the event the Indemnified Party shall in good faith determine that the conduct of the Claim Notice that it elects to undertake the defense of any claim, and any related Litigation, subject to indemnification hereunder or any proposed settlement of any such claim, and any related Litigation, by the Indemnifiable Claim described thereinIndemnifying Party might reasonably be expected to materially impair the ability of Buyer or any Affiliate of Buyer, to conduct its business in substantially the manner conducted but for such claim, the Indemnified Party shall have the right at all times to contesttake over and assume control over the defense, settlesettlement, or compromise negotiations with respect to, or Litigation relating to, any such claim at the Indemnifiable Claim in sole cost of the exercise of its reasonable discretionIndemnifying Party; provided, that if the Indemnified Party does so take over and assume control, the Indemnified Party shall notify not settle such claim, or any related Litigation, without the Indemnifying Party’s prior written consent (not to be unreasonably withheld or delayed). (vi) Each Party of shall cooperate in defending any compromise claim, or settlement of any such Indemnifiable ClaimLitigation relating thereto, subject to this Section 7.3 and make its records relating to the defense available to the others (subject to the Parties entering into a mutually acceptable joint defense or similar agreement).

Third Party Claims. (a) If any In the event an Indemnified Person becomes aware of an action or proceeding involving the assertion of a third party entitled to be indemnified pursuant to Section 7.1 claim which such Indemnified Person believes may result in a demand for indemnification hereunder (an “a "Third Party ----------- Claim"),such Indemnified Party”) receives Person shall promptly give the indemnifying party ----- notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Third Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, however, that the failure to provide such notice shall not relieve or otherwise affect release the obligation indemnifying party from any of the Indemnifying Party to provide indemnification hereunder, its obligations under this Section 9 except to the extent that any damages directly resulted or were caused the indemnifying party is materially prejudiced by such failure. (b) The Indemnifying If the indemnifying party notifies the Indemnified Person within ten (10) days of delivery of a notice by such Indemnified Person -of a Third Pasty Claim that the indemnifying party desires to defend the Indemnified Person with respect to such Third Party Claim, then the indemnifying patty shall have thirty the right to conduct and control, through ▇▇▇▇ide legal counsel reasonably acceptable to such Indemnified Person, the defense, compromise or settlement of any such action or proceeding, and in any such case the Indemnified Person shall cooperate in connection therewith and shall famish such records, information, access to employees and testimony and shall attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the indemnifying party in connection therewith; pro vided, that notwithstanding the foregoing, the indemnifying party shall not have the right to conduct and control the defense, compromise or settlement of any claims that the Indemnified Party agrees are not subject to indemnification hereunder; and provided further that the Indemnified Person may participate, through counsel chosen by it and at its own expense, in the defense, compromise and settlement of any such action or proceeding which the indemnifying party has so elected to conduct and control. (30c) days after receipt If the indemnifying party does not so notify the Indemnified Person of its intent to conduct and control the defense of the Claim Notice action or proceeding involving the assertion of a Third Party Claim, then the Indemnified Person shall have the right to undertake, conduct and control, through counsel of its own choosing, in such manner as it may deem appropriate at the indemnifying party's cost and at its expense, the settlement or defense thereof, and the indemnifying party shall not have the right to conduct and control, the defense, compromise or settlement of such action or proceeding, and the indemnifying party shall promptly reimburse the Indemnified Party shall cooperate Person therefor in accordance with the Indemnifying Party in connection therewith; providedterms of this Agreement. (d) The Indemnified Person shall not, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to without the consent of the Indemnifying Party, indemnifying party (which consent shall not be he unreasonably withheldwithheld or delayed), provided pay, compromise or settle any other action or proceeding involving a Third Party Claim, provided, however, that no consent of the reasonable fees indemnifying party shall be required if the Indemnified Person shall waive (by means of a written waiver signed by the Indemnified Person) any right to indemnification therefor her under and expenses shall obtain a release of the indemnifying party from and against any liability as a consequence of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay action or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheldproceeding. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claim.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion a claim by any a third party of is made against any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) Indemnified Party with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated the Indemnified Party intends to provide indemnificationseek indemnification hereunder for any Loss under this Article ‎VIII, the Indemnified Party shall promptly notify the Indemnifying Party in writing of such claim (the “Claim Notice”) of the Indemnifiable Claim; provided, provided that the failure to provide such notice shall not relieve or otherwise affect the obligation of so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to provide indemnification hereunderany Indemnified Party, except to the extent that any damages directly resulted or were caused the Indemnifying Party is actually and materially prejudiced by the Indemnified Party’s failure to give such failure. notice). If the Indemnifying Party irrevocably (bsubject to the limits of ‎Section 8.4) The acknowledges its obligations to indemnify and defend the Indemnified Party against the entirety of a third-party Action (a “Third-Party Claim”), the Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice right, but not the obligation, to undertake, conduct and control, through counsel of its own choosingchoosing reasonably acceptable to the Indemnified Party, such Third Party Claim, and at the Indemnifying Party may compromise or settle the same; provided, however, that the Indemnifying Party shall give the Indemnified Party advance notice of any proposed compromise or settlement and the Indemnifying Party shall not compromise or settle any Third-Party Claim without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed) unless such compromise or settlement (i) provides for no relief other than the payment of monetary damages borne solely by the Indemnifying Party, (ii) does not include any admission of wrongdoing or violation of Law on the part of any Indemnified Party or its expenseAffiliates and (iii) includes as an unconditional term thereof the giving by the third-party claimant to all Indemnified Parties of a release from all Liability in respect thereof; provided, further, that, notwithstanding the foregoing, the settlement Indemnifying Party shall only be entitled to direct the defense (A) for so long as the Indemnifying Party conducts the defense in an active and diligent manner, (B) if the Third-Party Claim is not in respect of any matter involving potential criminal liability and does not seek as a remedy the imposition of an equitable remedy that, if granted, would be binding upon any Indemnified Party or defense thereofany of their Affiliates, (C) if the Third-Party Claim is in respect of an indemnification claim by any Purchaser Indemnitee pursuant to ‎Section 8.2(a) or any Seller Indemnitee pursuant to ‎Section 8.3(a) and the majority of the reasonably anticipated Losses associated with such Third-Party Claim would not reasonably be anticipated to be borne by the Indemnified Party, (D) if the Indemnified Party does not have available to it one or more defenses or counterclaims which are inconsistent with one or more defenses or counterclaims which may be alleged by the Indemnifying Party and (E) with respect to any matter if the Indemnified Party shall not have been advised by outside counsel that there would be an actual conflict of interest between the Indemnifying Party and the Indemnified Party shall cooperate with respect to such matter. (b) No Indemnified Party may compromise or settle any Third-Party Claim for which it is seeking indemnification hereunder without the prior written consent of the Indemnifying Party in connection therewith; provided, that (A) which shall not be unreasonably withheld or delayed). If the Indemnifying Party is controlling the defense of a Third Party Claim pursuant to ‎Section 8.7(a), it shall permit the Indemnified Party to participate in in, but not control, the defense of any such settlement or defense Action through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party; provided, which consent shall not be unreasonably withheld)however, provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Indemnified Party; provided, and further, that (B) the Indemnifying Party shall not settle any Indemnifiable Claim without limiting the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as ability to assume control of the Indemnifying defense of such Third Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without at the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (cexpense pursuant to the last sentence of ‎Section 8.7(a)) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contestemploy counsel to represent it, settleat the Indemnifying Party’s expense, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that if either (i) the Indemnified Party shall notify has available to it one or more defenses or counterclaims which are inconsistent with one or more defenses or counterclaims which may be alleged by the Indemnifying Party or (ii) there is a conflict of interest between the Indemnifying Party and the Indemnified Party. If the Indemnifying Party elects not to control or conduct the defense or prosecution of a Third-Party Claim, the Indemnifying Party nevertheless shall have the right to participate in the defense or prosecution of any compromise or settlement Third-Party Claim and, at its own expense, to employ counsel of its own choosing for such purpose. An Indemnifying Party will lose any previously acquired right to control the defense of any Third-Party Claim if for any reason the Indemnifying Party ceases (after notice and reasonable opportunity to cure) to actively, competently and diligently conduct the defense or otherwise fails to continue to have the right to control such Indemnifiable defense as described in ‎Section 8.7(a). (c) The Parties shall cooperate in the defense or prosecution of any Third-Party Claim, with such cooperation to include (i) the retention and the provision of the Indemnifying Party records and information that are reasonably relevant to such Third-Party Claim, and (ii) the making available of employees on a mutually convenient basis for providing additional information and explanation of any material provided hereunder.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of In the assertion by any third party of event that any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to for which another a party hereto (an “the "Indemnifying Party”") would be liable hereunder to the other party hereto (the "Indemnified Party") is asserted against or may sought to be obligated to provide indemnificationcollected from the Indemnified Party by a third party, the Indemnified Party shall promptly notify the Indemnifying Party in writing (of such claim specifying the “Claim Notice”) nature of such claim and the Indemnifiable Claim; provided, that amount or the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except estimated amount thereof to the extent that any damages directly resulted or were caused by then feasible (which estimate shall not be conclusive of the final amount of such failure. claim (b) the "Claim Notice"). The Indemnifying Party shall have thirty ten (3010) days after receipt from the personal delivery or mailing of the Claim Notice (the "Notice Period") to undertakenotify the Indemnified Party, conduct and control, through counsel of (A) whether or not it disputes its own choosing, and at its expense, the settlement or defense thereof, and liability to the Indemnified Party shall cooperate hereunder with the Indemnifying Party in connection therewith; providedrespect to such claim and (B) notwithstanding any such dispute, that (A) the Indemnifying Party shall permit whether or not it desires, at its sole cost and expense, to defend the Indemnified Party to participate in against such settlement claim. No failure or defense through counsel chosen delay by the Indemnified Party in the performance (subject b) In the event of any third party claim for which indemnification is sought from the Indemnifying Party, the Indemnifying Party will have the right at its expense to assume the defense thereof using counsel reasonably acceptable to the Indemnified Party. The Indemnified Party shall have the right to participate, at its own expense, with respect to any such third party claim; the parties shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim shall be settled without the prior written consent of the Indemnifying Indemnified Party, which consent shall not be unreasonably withheld), provided . Provided that the reasonable fees and expenses of Indemnifying Party has not disputed its liability to the Indemnified Party with respect to such counsel shall not claim, as a condition precedent to the Indemnified Party's right to be borne by indemnified from such claim, the Indemnifying PartyParty shall have the right to approve the terms of any settlement between the Indemnified Party and any third party with respect to a claim for which indemnification is sought. If a firm written offer is made to settle any such third party claim which provides for full release of the Indemnified Party and its Affiliates and does not otherwise impose any burdens on any of the foregoing, and the Indemnifying Party proposes to accept such settlement, then, if the Indemnified Party rejects such settlement offer: (Bi) the Indemnifying Party shall not settle any Indemnifiable Claim without be excused from, and the Indemnified Party shall be solely responsible for, all further defense of such third party claim; (ii) the maximum liability of the Indemnifying Party relating to such third party claim shall be the amount of the proposed settlement if the amount thereafter recovered from the Indemnified Party on such third party claim is greater than the amount of the proposed settlement; and (iii) the Indemnified Party shall pay all attorneys' fees and legal costs and expenses incurred after rejection of such settlement by the Indemnified Party’s consent, which consent shall . (c) In the event either party hereto should have a claim against the other hereunder that does not involve a claim being asserted against or sought to be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faithcollected from it by a third party, the Indemnified Party shall not pay or settle promptly send a Claim Notice with respect to such claim without to the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) . If the Indemnified Party is not notified by the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after of receipt of the Claim Notice notice of a claim that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party disputes such claim, the amount of any compromise or settlement such claim shall be conclusively deemed a liability of any such Indemnifiable Claimthe Indemnifying Party hereunder.

Third Party Claims. In the case of any claim (aa “Claim”) If asserted by a third party (including, for the avoidance of doubt, any Governmental Authority) against a party entitled to be indemnified pursuant to Section 7.1 indemnification under this Agreement (an the “Indemnified Party”) receives ), notice of shall be given by the assertion by any third Indemnified Party to the party of any claim or of required to provide indemnification (the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereofsought, and the Indemnified Party shall cooperate with permit the Indemnifying Party in connection therewith; provided(at the expense of such Indemnifying Party) to assume the defense of any claim or any Litigation resulting therefrom, provided that (Ai) the counsel for the Indemnifying Party who shall conduct the defense of such claim or Litigation shall be reasonably satisfactory to the Indemnified Party, (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 as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such omission results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is materially damaged or prejudiced as a result of such failure to give notice and (iv) the Indemnifying Party shall permit not have the right to assume the defense of any Claim in the event (A) such Claim is primarily for injunctive relief or criminal penalty of the Indemnified Party, or (B) the Indemnified Party in good faith determines that the conduct of the defense of any claim subject to participate indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party would reasonably be expected to affect adversely in any material respect the Indemnified Party’s Tax liability or the ability of the Buyer to conduct the Business, taken as a whole, as conducted at such settlement time, or defense through counsel chosen by that the Indemnified Party (subject may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such claim or any Litigation relating thereto, in which case the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or Litigation relating to any such claim at the sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or Litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. Except with the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld)withheld or delayed, provided that the reasonable fees and expenses of such counsel shall not be borne by the no Indemnifying Party, and in the defense of any claim or Litigation, shall consent to entry of any judgment or order, interim or otherwise, or enter into any settlement that (Bi) would lead to liability or create any financial or other obligation on the Indemnifying Party shall not settle any Indemnifiable Claim without part of the Indemnified Party’s consent, which consent shall (ii) does not be unreasonably withheld. So long contain, as an unconditional term thereof, the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, release of the Indemnified Party shall from all liability in respect of such Claim or such Claim is not pay or settle such claim dismissed against the Indemnified Party with prejudice and without the Indemnifying imposition of any financial or other obligation on the Indemnified Party or (iii) admits the liability or fault of the Indemnified Party’s consent, which consent shall not be unreasonably withheld. (c) If . In the event that the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake accept the defense of the Indemnifiable Claim described thereinany matter as above provided, the Indemnified Party shall have the full right to contestdefend against any such claim or demand and shall be entitled to settle or agree to pay in full such claim or demand. Notwithstanding the foregoing, settlethe Indemnifying Party shall still provide indemnification to the Indemnified Party. In any event, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that Indemnifying Party and the Indemnified Party shall notify cooperate in the Indemnifying Party defense of any compromise claim or settlement litigation subject to this Section 11.4 and the records of any each shall be available to the other with respect to such Indemnifiable Claimdefense.

Third Party Claims. The indemnified party shall give notice to the indemnifying party, in accordance with Section 5.5.1, of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder (a "Third-Party Claim"). The indemnifying party may, at its own expense, (a) If any participate in and (b) upon notice to the indemnified party and the indemnifying party's written agreement that the indemnified party is entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice indemnification for Losses arising out of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, action or proceeding, complaint, charge or investigation by or before at any governmental entity or arbitrator and an appeal from any time during the course of the foregoing (any such claim claim, suit, action or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnificationproceeding, assume the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (Ay) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through indemnifying party's counsel chosen by the Indemnified Party (subject is reasonably satisfactory to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, indemnified party and (Bz) the Indemnifying Party indemnifying party shall not settle any Indemnifiable Claim without thereafter consult with the Indemnified Party’s consentindemnified party upon the indemnified party's request for such consultation from time to time with respect to such claim, which consent shall not be unreasonably withheldsuit, action or proceeding. So long as If the Indemnifying Party is vigorously contesting any indemnifying party assumes such Indemnifiable Claim in good faithdefense, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party indemnified party shall have the right (but not the duty) to contest, settle, or compromise the Indemnifiable Claim participate in the exercise defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party. If the indemnifying party does not assume such defense, the indemnifying party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnified party. Whether or not the indemnifying party chooses to defend or prosecute any such claim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof. In the event that the indemnifying party elects not to assume the defense of any claim, suit, action or proceeding, such election shall not relieve the indemnifying party of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claimobligations hereunder.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice claim, assertion or proceeding by or in respect of the assertion by any a third party is made against an Indemnified Party or any event in respect of a third party occurs, and if the Indemnified Party intends to seek indemnity with respect thereto under this Article or to apply any claim damage or of liability arising therefrom to the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being U.S. Dollar amounts referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnificationherein, the Indemnified Party shall promptly notify the Indemnifying Party of such claim in writing (the “Claim Notice”) of the Indemnifiable Claim; providedwriting, provided that the failure by the Indemnified Party to provide give such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide from its indemnification obligations hereunder, except if and to the extent that any damages directly resulted or were caused by such failure. (b) the Indemnifying Party is actually materially prejudiced thereby. The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice such notice to undertake, conduct conduct, and control, through counsel of its own choosing, choosing and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party it in connection therewith; provided, however, that (Aa) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Indemnified Party, and (Bb) the Indemnifying Party shall not settle promptly reimburse the Indemnified Party for the full amount of any Indemnifiable Claim liability resulting from such claim and all related and reasonable expenses (other than the fees and expenses of counsel as aforesaid) incurred by the Indemnified Party within the limits of this Article and subject to the U.S. Dollar amounts referred to herein, (c) the Indemnified Party shall not, without the prior written consent of the Indemnifying Party, settle or compromise any claim or consent to the entry of any judgment that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party’s consentParty a release from all liability in respect of such claim, which and (d) nothing herein shall require any Indemnified Party to consent shall not be unreasonably withheldto the entry of any order, injunction, or consent decree materially affecting its ability to conduct its business operations after the date thereof. So long as the Indemnifying Party is vigorously reasonably contesting any such Indemnifiable Claim claim in good faith, the Indemnified Party shall not have the right to pay or settle any such claim without claim; provided, however, that in such event it shall waive any right to indemnity therefor by the Indemnifying Party’s consent. If representation of the Indemnified Party, which consent on the one hand, and the Indemnifying Party, on the other, by the same counsel would otherwise be inappropriate due to actual or potential differing interests between them, then the Indemnified Parties shall not be unreasonably withheld. (c) entitled to engage separate legal counsel to participate in the defense of such claim at the sole expense of Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after the receipt of the Claim Notice Indemnified Party’s written notice of a claim of indemnity hereunder that it elects to undertake the defense of the Indemnifiable Claim described thereinthereof, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim claim in the exercise of its reasonable discretion; provided, that judgment at the Indemnified Party shall notify expense of the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claim.Party. ACTIVE 64517303v2

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 9.2 (an “"Indemnified Party”") receives notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing Action (any such claim or Action being referred to herein as an “"Indemnifiable Claim”") with respect to which another party hereto (an “"Indemnifying Party”") is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “"Claim Notice”") of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages Damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (Ai) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (Bii) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s 's consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s 's consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, settle or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claim. (d) Anything contained in this Section 9.3 to the contrary notwithstanding, SD & G shall not be entitled to assume the defense for any Indemnifiable Claim (and shall be liable for the reasonable fees and expenses incurred by the Indemnified Party in defending such claim) if the Indemnifiable Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Company which it determines, after conferring with its counsel, cannot be separated from any related claim for money damages and which, if successfully, would adversely affect the business, properties or prospects of the Company.

Third Party Claims. All claims for indemnification by an EDO Indemnitee or an AIL Indemnitee, as the case may be (any such indemnitee, an "Indemnitee"), relating to a Third Party Claim shall be asserted and resolved as follows: (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of In the assertion by any third party of event any claim or of the commencement by any such third person of any actual demand for which indemnification may be sought hereunder is made against or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal sought to be collected from any of Indemnitee by a third party (a "Third Party Claim"), such Indemnitee shall give to the foregoing indemnifying party or parties (any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “the "Indemnifying Party”) is or may be obligated to provide indemnificationParties"), or, if the Indemnified Party shall promptly notify Exchanging Common Stockholders are the Indemnifying Parties, to the Common Stockholders Representative, prompt notice of such Third Party Claim, and such Indemnitee shall permit the Indemnifying Parties (at their own expense and with the Indemnifying Parties' counsel) to assume the defense of such Third Party Claim or any litigation resulting therefrom, provided that (i) counsel for the Indemnifying Parties who shall conduct the defense of such Third Party Claim or litigation shall be reasonably satisfactory to such Indemnitee, (ii) such Indemnitee may participate in writing such defense at the expense of such Indemnitee and (the “Claim Notice”iii) of the Indemnifiable Claim; provided, that the failure of such Indemnitee to provide such give notice as provided herein shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide Parties of their respective indemnification hereunder, obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying A-54 Parties and then only to the extent that the Indemnifying Parties are significantly prejudiced as a result of such failure. The notice referred to above shall describe in reasonable detail the claim or demand for which indemnification is being sought and shall identify the section of this Agreement under which indemnification is being sought. The Person seeking indemnification shall provide all materials in its possession with respect to such claim or demand. Except with the prior written consent of such Indemnitee, such consent not to be unreasonably withheld, the Indemnifying Parties, in the defense of any damages directly resulted such Third Party Claim or were caused litigation, shall not consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnitee of a release from all liability with respect to such Third Party Claim or litigation, or that would materially increase the Tax liability of any Indemnitee. After notice from the Indemnifying Parties to such Indemnitee of their election to assume the defense of such Third Party Claim or litigation, the Indemnifying Parties shall not be liable to such Indemnitee under this Section 9.4 for any legal or other expenses subsequently incurred by such failureIndemnitee in connection with the defense thereof; provided, that such Indemnitee shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses for such counsel shall be at the expense of such Indemnitee unless (x) the employment thereof has been specifically authorized by the Indemnifying Parties or (y) such Indemnitee shall have been advised by counsel that, due to a conflict of interest (or a potential conflict of interest) between such Indemnitee and the Indemnifying Parties, in the reasonable judgment of such counsel it is advisable for such Indemnitee to employ separate counsel and the Indemnifying Parties do not employ other reasonably satisfactory counsel for the Indemnitee. The Indemnifying Parties shall in any event keep the Indemnitee reasonably apprised of material developments with respect to such Third Party Claim or litigation and shall furnish a copy to the Common Stockholder Representative or EDO, as the case may be, of all relevant documents except to the extent delivery of any such documents would jeopardize any attorney-client privilege available to the Indemnifying Parties. (b) The Indemnifying Party shall have thirty (30) days In the event that within 15 Business Days after receipt an Indemnitee's delivery of the Claim Notice any notice pursuant to undertake, conduct and control, through counsel of its own choosing, and at its expenseSection 9.4(a), the Indemnifying Parties fail to notify such Indemnitee of their intention to defend, such Indemnitee shall (upon further notice to the Indemnifying Parties) have the right to undertake the defense, compromise, settlement or defense thereof, and payment in full of such Third Party Claim or litigation for the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent account of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheldParties. (c) If Notwithstanding anything in this Agreement to the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt contrary, all rights of the Claim Notice that it elects Exchanging Common Stockholders as either Indemnitees or Indemnifying Parties under this Section 9.4(c) shall be exercisable exclusively by the Common Stockholder Representative, and EDO and Merger Sub shall be entitled to undertake deal exclusively with the defense Common Stockholder Representative in respect of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any all such Indemnifiable Claimrights.

Third Party Claims. In the event an indemnified party becomes aware ------------------ of a third-party claim which it believes will be covered by the indemnification and/or defense obligation contained in this Article VIII, it shall notify the indemnifying party of such claim, and the indemnifying party shall be entitled, at its expense, to participate in the defense of such action and to assume control of such defense; provided, however, that: (a) If any the indemnified party shall be entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice participate in the defense of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred and to herein as an “Indemnifiable Claim”) with respect employ counsel at its own expense to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, assist in the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) handling of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by such failure.claim; (b) The Indemnifying Party the indemnifying party shall have thirty (30) days after receipt obtain the prior written approval of the Claim Notice indemnified party before entering into any settlement of such claim or ceasing to undertakedefend against such claim, conduct and controlif, through counsel pursuant to or as a result of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen cessation, injunctive or other equitable relief would be imposed against the indemnified party; (c) the indemnifying party shall not consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the Indemnified Party (subject claimant or plaintiff to each indemnified party of a release from liability in respect of such claim without the prior written consent of the Indemnifying Partyindemnifying party, which consent shall not be unreasonably withheld), provided that ; (d) the reasonable fees and expenses of such counsel indemnified party shall not be borne by admit any liability with respect thereto or settle, compromise, pay or discharge the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim same without the Indemnified Party’s consentprior written consent of the indemnifying party, which consent shall not be unreasonably withheld. So long as ; (e) the Indemnifying Party is vigorously contesting any such Indemnifiable Claim indemnified party shall cooperate with the indemnifying party in good faith, the Indemnified Party shall not pay contest or settle such claim without defense thereof; and (f) the Indemnifying Party’s consent, which consent indemnifying party shall not be unreasonably withheld. (c) If entitled to control but shall be entitled to participate at its own expense in the Indemnifying Party does not notify defense of, and the Indemnified Party within thirty (30) days after receipt indemnified party shall be entitled to have sole control at its own expense over, the defense or settlement of any claim to the extent the claim seeks an order, injunction or other equitable relief against the indemnified party which, if successful, could materially interfere with the business, operations, assets, condition or prospects of the Claim Notice that it elects indemnified party. After written notice by the indemnifying party to undertake the indemnified party of its election to assume control of the defense of the Indemnifiable Claim described thereinany such action, the Indemnified Party indemnifying party shall not be liable to such indemnified party hereunder for any legal fees and expenses subsequently incurred by such indemnified party in connection with the defense thereof. If the indemnifying party does not assume control of the defense of such claims as provided in this Section 8.5, the indemnified party shall have the right to contest, settle, or compromise defend such claim in such manner as it may deem appropriate at the Indemnifiable Claim in reasonable cost and expense of the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claimindemnifying party.

Third Party Claims. (ai) If any party entitled to be indemnified pursuant to Section 7.1 Except as otherwise provided in clause (an “Indemnified Party”ii) receives notice of this subsection (b), in the assertion by any third party case of any claim asserted by a Person that is not a party to this Agreement or of the commencement an Affiliate Controlled by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and a party to this Agreement against an appeal from any of the foregoing Indemnified Party (any such claim or Action being referred to herein as an a “Indemnifiable Third-Party Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification), the Indemnified Party shall promptly notify permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume and control the defense of such Third-Party Claim and any Proceedings resulting therefrom; provided that (x) counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party and (y) the Indemnified Party may participate in such defense at such Indemnified Party’s sole cost and expense (including the costs and expenses of counsel). Except with the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld or delayed, no Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any Third-Party Claim or related Proceedings, unless such judgment or settlement relates solely to monetary damages and provides for a full, unconditional and irrevocable release by such third party of the Indemnified Party and its Affiliates and, in the reasonable good faith judgment of the Indemnified Party, does not and would not reasonably be expected to adversely impact or impair the business or reputation of the Indemnified Party and its Affiliates. (ii) Notwithstanding clause (i) above, in the event that the Indemnified Parties shall in good faith determine that the Indemnified Parties may have available to them one or more defenses or counterclaims that are inconsistent with one or more of the defenses or counterclaims that may be available to the Indemnifying Party in writing respect of a Third-Party Claim or any Proceeding relating thereto, (A) the “Claim Notice”) of Indemnified Parties shall have the Indemnifiable Claim; providedright, that at the failure to provide such notice shall not relieve or otherwise affect the obligation sole cost of the Indemnifying Party to provide indemnification hereunder, except to (including the extent that any damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt costs and expenses of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and for the Indemnified Party shall cooperate with Parties (provided that the Indemnifying Party will not be required to pay for more than one counsel in any jurisdiction for all Indem- Table of Contents nified Parties in connection therewith; provided, that (A) the Indemnifying with any such Third-Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheldClaim and related Proceedings)), provided that at all times to take over and assume control over the reasonable fees defense and expenses prosecution of such counsel shall not be borne by the Indemnifying Party, portion of such Third-Party Claim and related Proceedings related to such inconsistent defenses and counterclaims and (B) the Indemnifying Party shall not settle any Indemnifiable retain control over the defense and prosecution of the remaining aspects of such Third-Party Claim without and related Proceeding; provided that, in the case where the Indemnified Party’s consentParties have assumed control of the defense and prosecution of such portion of such Third-Party Claim and related Proceeding related to such inconsistent defenses and counterclaims, which consent shall not be unreasonably withheld. So long as neither the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, nor the Indemnified Party shall not pay or may settle such claim or Proceeding without the Indemnifying Party’s consentwritten consent of the other party, which such consent shall not to be unreasonably withheld. (c) If withheld or delayed. In the Indemnifying event that the Indemnified Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake assume the defense of the Indemnifiable Claim described thereinany matter as provided above in clause (A), the Indemnified Indemnifying Party shall have the right to contestcontrol the defense against any such Third-Party Claim or related Proceeding, settleprovided that (1) subject to the control of the prosecution and defense of such Third-Party Claim by the Indemnifying Party and its counsel, the Indemnified Parties and their counsel (which shall be reasonably satisfactory to the Indemnifying Party) shall be kept fully informed as to all material aspects of such Third-Party Claim and related Proceedings and shall have the right to participate in the prosecution and defense of such Third-Party Claim, (2) the Indemnifying Party and its counsel shall promptly provide to the Indemnified Parties and their counsel all material information related to such Third-Party Claim and related Proceedings (including copies of written information), (3) the Indemnified Parties and their counsel shall have their views regarding such Third-Party Claim considered in good faith by the Indemnifying Party and its counsel and (4) the Indemnified Parties and their counsel shall have the right to consent, such consent not be unreasonably withheld, to the settlement or compromise the Indemnifiable of such Third-Party Claim and related Proceedings. (iii) Subject to clause (ii) of this Section 7.10(b), in the exercise event that an Indemnified Party determines in good faith that any Third-Party Claim or any Proceeding related thereto has had or could reasonably be expected to materially adversely impact or impair the commercial interests or business reputation of its reasonable discretion; provided, that the Indemnified Party shall notify or its Affiliates, (1) counsel to be utilized by the Indemnifying Party in respect of such Third-Party Claim and related Proceeding shall be reasonably acceptable to the Indemnified Parties, (2) subject to the control of the prosecution and defense of such Third-Party Claim by the Indemnifying Party and its counsel, the Indemnified Parties and their counsel (which shall be reasonably satisfactory to the Indemnifying Party) shall be kept fully informed as to all material aspects of such Third-Party Claim and related Proceedings and shall have the right to participate fully in the prosecution and defense of such Third-Party Claim, (3) the Indemnifying Party and its counsel shall promptly provide to the Indemnified Parties and their counsel all Table of Contents material information related to such Third-Party Claim and related Proceedings (including copies of written information), (4) the Indemnified Parties and their counsel shall have their views regarding such Third-Party Claim considered in good faith by the Indemnifying Party and its counsel, and (5) the Indemnified Parties and their counsel shall have the right to consent, such consent not be unreasonably withheld, to the settlement or compromise of such Third-Party Claim and related Proceedings. (iv) In any event, MLIM Parent and BlackRock shall reasonably cooperate in the investigation, pre-trial activities, trial, compromise, settlement, discharge and defense of any compromise or settlement Third-Party Claim subject to this Article VII and the records and employees of any each shall be made reasonably available to the other with respect to such Indemnifiable Claimdefense.

Third Party Claims. (a) If any In the case of a claim asserted by a party entitled to be indemnified pursuant to Section 7.1 other than a Buyer Indemnified Party or a Parent Indemnified Party (an a “Indemnified PartyThird Party Claim”), within thirty (30) receives days after receiving notice of a claim for indemnification or reimbursement, such party shall, by written notice to the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claimother party, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, advise that the failure matters set forth in the notice are, or will be, subject to provide such notice shall contest or legal proceedings not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by such failureyet finally resolved. (b) The Indemnifying Person shall be entitled to assume and control the defense of any Third Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its choice (such counsel to be reasonably acceptable to the Indemnified Party) if it gives notice of its intention to do so to the Indemnified Party; provided, however, that if an Indemnifying Person provides such notice or otherwise assumes the defense of any Third Party Claim, such Indemnifying Person shall be deemed to have acknowledged and agreed that (i) it shall be fully responsible for all Losses relating to such Third Party Claim, (ii) the Indemnified Party is entitled to indemnification hereunder for such Third Party Claim and (iii) (x) the Indemnifying Person shall vigorously defend against such Third Party Claim at its own choosingcost and expense and (y) such indemnification shall be paid fully and promptly if required and that such Indemnifying Person shall not permit the Indemnified Party to incur or suffer any cost or expense during any proceeding related to such Third Party Claim; provided further, however, that the Indemnifying Person shall not have the right to assume such defense, and at its expenseshall pay the reasonable fees and expenses of counsel retained by the Indemnified Party, if the settlement claim which the Indemnifying Person seeks to assume control (A) seeks non-monetary relief, (B) involves criminal or defense thereofquasi-criminal allegations, and or (C) involves a claim which the Indemnified Party reasonably determines the Indemnifying Person failed or is failing to vigorously prosecute or defend. The Indemnified Party shall cooperate with the Indemnifying Person in such defense and make available to the Indemnifying Person, at the Indemnifying Person’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably requested by the Indemnifying Person. If the Indemnifying Person does not assume control of such defense, the Indemnified Party in connection therewithshall control such defense. The party not controlling such defense may participate therein at its own expense; provided, that (A) if the Indemnifying Party shall permit Person assumes control of such defense and the Indemnified Party to participate in such settlement or defense through counsel chosen by reasonably concludes that the Indemnifying Person and the Indemnified Party (subject have actual or potential conflicting interests with respect to the consent of the Indemnifying Partysuch action, which consent shall not be unreasonably withheld)suit, provided that proceeding or claim, the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith shall be paid on a current basis; provided, however, that in no event shall the Indemnifying Person be responsible for the fees and expenses of more than one counsel for all Indemnified Parties (in addition to any local counsel). The party controlling such counsel defense shall not be borne keep the other party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other party with respect thereto. Except with the written consent of the Indemnified Party (not to be unreasonably withheld), the Indemnifying PartyPerson will not, and in the defense of a Third Party Claim, consent to the entry of any judgment or enter into any settlement (i) that does not include as an unconditional term thereof the giving to the Indemnified Party by the third party of a release from all liability with respect to such suit, claim, action, or proceeding; (ii) that does not include a complete release of the Indemnified Party from all liability with respect thereto; (iii) that imposes any liability or obligation on the Indemnified Party (other than monetary damages with respect to which the Indemnifying Person shall fully indemnify the Indemnified Person); or (iv) unless there is no finding or admission of (A) any violation of Law by the Indemnified Party (or any affiliate thereof), (B) any liability on the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, part of the Indemnified Party shall not pay (or settle such claim without any affiliate thereof), or (C) any violation of the Indemnifying Party’s consent, which consent shall not rights of any person and no effect on any other claims of a similar nature that may be unreasonably withheld. (c) If made by the Indemnifying Party does not notify same third party against the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claimaffiliate thereof).

Third Party Claims. If the Indemnified Party becomes aware of a claim being asserted by a Third Party (a) If any party entitled to be indemnified pursuant to Section 7.1 (an a “Indemnified Party”) receives notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Third Party Claim”) with respect that the Indemnified Party believes may result in a demand pursuant to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnificationthis ARTICLE VIII, the Indemnified Party shall promptly notify the Indemnifying Party in writing of such Third Party Claim. The Indemnified Party shall be entitled to control the defense of any Third Party Claim (other than any Third Party Claim relating to Indemnified Taxes, which shall be governed by Section 5.7), with its own counsel and at its own expense (which expenses, for the “avoidance of doubt, shall be considered Losses to the extent that an Indemnified Party is or would be (if finally resolved pursuant to Section 8.3(c)) entitled to indemnification in respect of such Third Party Claim); provided however, that the Indemnifying Party shall be entitled to participate, with its own counsel and at its own cost and expense, in the defense of any Third Party Claim Notice”) that is the subject of the Indemnifiable Claima notice given by an Indemnified Party pursuant to this Section 8.4(a); provided, further, that the failure to provide such notice Indemnified Party shall not relieve be entitled to enter into any settlement or otherwise affect compromise or consent to the obligation entry of any judgment with respect to such Third Party Claim without the prior written consent of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by (which such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed) if such settlement, compromise or consent to entry of judgment requires payment by any one or more Owners of amounts that, in the aggregate with all other indemnifiable Losses arising from Third Party Claims settled or compromised by Purchaser Indemnified Parties pursuant to this Section 8.4(a), provided that exceed the reasonable fees and expenses Indemnity Escrow Fund, in case any one or more Owners is the Indemnifying Party, or the payment of such counsel shall not be borne funds, in case Purchaser is the Indemnifying Party, or involves any finding or admission of any violation of any Law or admission of wrongdoing by the Indemnifying Party, . A party shall only be liable for indemnification of a Third Party Claim by agreement of such party or otherwise pursuant to Section 8.4(c) and (B) any settlement or compromise or consent to the Indemnifying entry of any judgement entered into by an Indemnified Party with respect to such Third Party Claim shall not settle any Indemnifiable conclusively establish whether Losses were incurred with respect to such Third Party Claim without for which indemnification is required hereunder or the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheldamount of indemnifiable Losses. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claim.

Third Party Claims. (ai) If any party Person entitled to be indemnified pursuant to Section 7.1 indemnification under this Agreement (an “Indemnified Party”) receives notice of the assertion by any third party of any claim or of the commencement of any Proceeding by any such third person Person who is not a party hereto or an Affiliate of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing a party hereto (any such claim or Action being referred to herein as an a “Indemnifiable Third Party Claim”) against such Indemnified Party, with respect to which another a party hereto is or may be required to provide indemnification under this Agreement (an “Indemnifying Party”) is or may be obligated to provide indemnification), the Indemnified Party shall promptly notify give written notice regarding such claim (a “Claims Notice”) to the Indemnifying Party in writing (the “Claim Notice”) within 30 days after becoming aware of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by such failure. (b) claim. The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice right, which shall be exercised by delivering written notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent “Defense Notice”) within 30 days after receipt from the Indemnified Party of the Indemnifying Partya Claim Notice, which consent Defense Notice shall not be unreasonably withheld)specify the counsel it will appoint to defend such claim, provided that to conduct at its expense the reasonable fees and expenses defense against such claim in its own name, or if necessary in the name of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent; provided, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faithhowever, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contestapprove such defense counsel, settle, which approval shall not be unreasonably withheld or compromise the Indemnifiable Claim in the exercise delayed. An Indemnifying Party’s delivery of a Defense Notice shall constitute an acceptance of its obligation hereunder to indemnify the Indemnified Party with respect to all Losses, if any, resulting from the subject Third Party Claim. A failure by an Indemnified Party to give timely, complete or accurate notice as provided in this Section 11.4(a)(i) will not affect the rights or obligations of any Indemnified Party unless the Indemnifying Party is materially prejudiced thereby (so long as a valid Claims Notice is given before the expiration of the applicable period set forth in Section 11.1). Notwithstanding any provision contained herein to the contrary, the 57 Indemnifying Party shall not have the right to assume control of such defense and shall pay the reasonable discretion; providedcosts and expenses incurred by the Indemnified Party, if the claim over which the Indemnifying Party seeks to assume control (i) seeks non-monetary relief, (ii) involves criminal allegations, (iii) involves a Material Customer, (iv) involves a Material Supplier that has material interaction with the Company’s customers, (v) involves a claim that, upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend or (vi) involves a claim that is reasonably expected to result in Losses to the Indemnified Party in excess of the amount then available for indemnification under this Article 11. (ii) If the Indemnifying Party shall fail to give a Defense Notice within the required 30-day period set forth in Section 11.4(a)(i), it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event the Indemnified Party shall notify have the right, at the Indemnifying Party’s expense, to conduct the defense in good faith and appoint defense counsel and to consent to the entry of any judgment or compromise and settle the Third Party Claim in good faith without prior consent of the Indemnifying Party; provided, however, that with respect to any claim identified in the last sentence of Section 11.4(a)(i), no Indemnified Party shall consent to the entry of any judgment or compromise or enter into any settlement without the prior written consent of (but with prior written notice to) the Indemnifying Party if: (i) such judgment or settlement does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnifying Party of a full release from all Liability in respect to such Third Party Claim, (ii) such judgment or settlement would result in the finding or admission of any violation of any Legal Requirement, (iii) such judgment or settlement would require the payment by any Indemnifying Party of any amount(s) under the terms thereof, or (iv) as a result of such judgment or settlement, injunctive or other equitable or similar relief would be imposed against any Indemnifying Party or otherwise require any Indemnifying Party to submit to any limitation on its activities under the terms thereof. The Indemnifying Party shall have the right at its expense to participate in the conduct of the defense of any Claim by the Indemnified Party, assisted by counsel of its own choosing, and, for purposes of clarity, the Indemnifying Party shall not be deemed to have accepted, or waived any rights or defenses with respect to, any liability for or with respect to any claim for which indemnification is sought hereunder as a result of any failure to deliver a Defense Notice within the required 30-day period set forth in Section 11.4(a)(i) or for any matter identified in the last sentence of Section 11.4(a)(i). The Indemnified Party shall keep the Indemnifying Party reasonably informed as to the status of the defense of any Claim conducted by the Indemnified Party. (iii) If the Indemnifying Party does deliver a Defense Notice within the required 30-day period set forth in Section 11.4(a)(i) and thereby elects to conduct the defense of the subject Third Party Claim, the Indemnifying Party shall conduct the defense in good faith at its expense and shall have the right to consent to the entry of any judgment or compromise and settle the Third Party Claim in good faith without prior consent of the Indemnified Party; provided, however, that no Indemnifying Party shall consent to the entry of any judgment or compromise or enter into any settlement without the prior written consent of the Indemnified Party if: (i) such judgment or settlement does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a full release from all Liability in respect to such Third Party Claim, (ii) such judgment or settlement would result in the finding or admission of any violation of any Legal Requirement, (iii) such Indemnifiable Claimjudgment or settlement would impose Liability on the part of the Indemnified Party for which the Indemnified Party is not indemnified hereunder, or (iv) as a result of such judgment or settlement, injunctive or other equitable or similar relief would be imposed against any Indemnified Party or such judgment or settlement could reasonably be expected to interfere with or adversely affect any Indemnified Party’s business or operations as conducted in the Ordinary Course of Business consistent with past practice. The Indemnified Party shall have the right at its expense to participate in such defense assisted by counsel of its own choosing.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (a Third Party notifies an “Indemnified Party”) receives notice of the assertion by any third party Party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing matter (any such claim or Action being referred to herein as an a “Indemnifiable Third-Party Claim”) with respect that may give rise to which another party hereto (an “a claim for indemnification by such Indemnified Party under this Article IX, then such Indemnified Party will promptly deliver written notice thereof to the Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide no delay in delivering such notice shall not will relieve or otherwise affect the obligation of the Indemnifying Party to provide from any indemnification hereunderobligation under this Agreement unless, except and then only to the extent that any damages directly resulted or were caused by such failurethat, the Indemnifying Party is actually and materially prejudiced. (ba) The Indemnifying Party shall will have the right to contest, defend against, negotiate, settle or otherwise deal with the Third-Party Claim at the Indemnifying Party’s sole cost and expense and with legal counsel of its choice (reasonably satisfactory to the Indemnified Party); provided, that (i) the Indemnifying Party notifies the Indemnified Party, in writing within thirty (30) days after receipt receiving notice of the Third-Party Claim Notice from the Indemnified Party, that the Indemnifying Party will indemnify the Indemnified Party from and against all Damages that the Indemnified Party may suffer resulting from or related to undertake, conduct the Third-Party Claim (the “Defense Election Notice”) and control, through counsel of its own choosing, (ii) the Third-Party Claim involves only money damages and at its expensedoes not seek an injunction or other equitable relief. Notwithstanding anything to the contrary in this Section 9.7, the settlement Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or defense thereofcompromise any Third-Party Claim or permit a default or consent to entry of any judgment with respect thereto unless such settlement, compromise or judgment (i) contains an unqualified release of the Indemnified Party from all liability in respect of the Third-Party Claim, (ii) contains no admission of wrongdoing by the Indemnified Party and (iii) is on exclusively monetary terms. (b) If the Indemnifying Party does not timely deliver the Defense Election Notice in accordance with Section 9.7(a) or elects not to contest, defend against, negotiate, settle or otherwise deal with any Third-Party Claim, then the Indemnified Party shall cooperate defend against, negotiate, settle or otherwise deal with such Third-Party Claim using counsel reasonably acceptable to the Indemnifying Party. The Party controlling the defense of any Third-Party Claim (the “Controlling Party”) shall, to the extent permitted under applicable Law, (i) permit the other party (the “Non-Controlling Party”) to participate, at his or its own expense, in the defense of such Third-Party Claim, (ii) conduct the defense of such Third-Party Claim with reasonable diligence and keep the Non-Controlling Party reasonably informed of material developments in such Third-Party Claim at all stages thereof, (iii) promptly submit to the Non-Controlling Party copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith, (iv) permit the Non-Controlling Party and its counsel to confer on the conduct of the defense thereof and (v) permit the Non-Controlling Party and its counsel an opportunity to review all legal papers to be submitted prior to their submission and consider in good faith any comments from the Non-Controlling Party and its counsel thereto; provided, that compliance with the provisions of this Section 9.7(b) does not unreasonably interfere with the Indemnified Party’s defense, settlement or resolution of such Third-Party Claim. (Ac) Notwithstanding anything to the Indemnifying Party shall permit contrary in this Section 9.7, if the Indemnified Party to participate in such settlement or defense through counsel chosen by is the Controlling Party under Section 9.7(b), the Indemnified Party (subject shall not have the right to settle, adjust or compromise such Third-Party Claim without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided it being understood that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle consent to any Indemnifiable settlement, adjustment or compromise of such Third-Party Claim without that the Indemnified Party’s consent, which consent shall Party may recommend that (i) does not be unreasonably withheld. So long as otherwise impose any equitable remedy on the Indemnifying Party or any assets of the Indemnifying Party (ii) contains an unqualified release of the Indemnifying Party from all liability in respect of the Third-Party Claim, (iii) contains no admission of wrongdoing on the part of the Indemnifying Party and (iv) is vigorously contesting any such Indemnifiable Claim in good faith, on exclusively monetary terms. In the event the Indemnified Party shall not pay or settle such claim without fails to diligently pursue the Indemnifying Party’s consentdefense of any Third-Party Claim in a reasonably diligent manner, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall thereafter have the right to contestdefend against, negotiate, settle, adjust or compromise or otherwise deal with such Third-Party Claim notwithstanding the Indemnifiable Claim limitation in the exercise last sentence of its reasonable discretion; providedSection 9.7(a). (d) This Section 9.7 and Section 9.6 shall not apply to Taxes, that the Indemnified Party which shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claimbe governed by Section 8.5.

Third Party Claims. (a) If Promptly after the receipt by any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives hereto of notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suitsuit or proceeding (whether commenced or threatened) by any person who is not a party to this Agreement (collectively, arbitrationan "Action") which is subject to indemnification hereunder, hearingsuch party (the "Indemnified Party") shall give reasonable written notice to the party from whom indemnification is claimed (the "Indemnifying Party"). The Indemnified Party shall be entitled, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator at the sole expenses and an appeal from any liability of the foregoing (Indemnifying Party, to exercise full control of the defense, compromise or settlement of any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “unless the Indemnifying Party”, within a reasonable time after the giving of such notice by the Indemnified Party, shall: (i) is or may be obligated admit in writing to provide indemnificationthe Indemnified Party, the Indemnifying Party's liability to the Indemnified Party shall promptly for such Action under the terms of this Section 6; (ii) notify the Indemnifying Indemnified Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party's intention to assume the defense thereof and (iii) retain legal counsel reasonably satisfactory to the Indemnified Party to provide indemnification hereunder, except to conduct the extent that any damages directly resulted or were caused by defense of such failure. (b) Action. The Indemnifying Indemnified Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Indemnifying Party shall cooperate with the Indemnifying Party in connection therewith; providedparty assuming the defense, that (A) the Indemnifying Party shall permit the Indemnified Party to participate in such compromise or settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim Action in good faith, the Indemnified Party shall not pay or settle accordance herewith in any manner that such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) party reasonably may request. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake so assumes the defense of the Indemnifiable Claim described thereinany such Action, the Indemnified Party shall have the right to contestemploy separate counsel and to participate in (but not control) the defense, settlecompromise, or compromise settlement thereof, but the Indemnifiable Claim in fees and expenses of such counsel shall be the exercise expenses of its reasonable discretion; providedthe Indemnified Party unless (i) the Indemnifying Party has agreed to pay such fees and expenses, that (ii) any relief other than the payment of money damages is sought against the Indemnified Party, (iii) the Indemnified Party shall notify have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party or (iv) the Indemnified Party shall have been advised by counsel that representation of any compromise or settlement both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, and, in any such Indemnifiable Claim.case, the fees and expenses of such separate counsel shall be borne by the

Third Party Claims. (a) If In connection with any party entitled claim giving rise to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party indemnity hereunder resulting from or arising out of any claim or legal proceedings by a third party, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred legal proceeding if it acknowledges to herein as an “Indemnifiable Claim”) the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated all elements of such claim and provides evidence reasonably acceptable to provide indemnification, the Indemnified Party shall promptly notify that it has the Indemnifying Party in writing (financial capacity to assume the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by such failure. (b) defense. The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party be entitled to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall but not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (Bcontrol) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consentdefense, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claimaction, with its counsel and at its own expense. Such participation shall include, without limitation, the right to consult with the Indemnifying Party and its counsel or other representatives concerning such claim, and the Indemnifying Party and the Indemnified Party and their respective counsel or other representatives shall cooperate with respect to such claim. The Indemnifying Party shall not, without the Indemnified Party's written consent, settle or compromise any claim or consent to entry of any judgment that 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 with respect of such claim. If the Indemnifying Party shall elect not to undertake such defense, or within a reasonable time after notice of such claim, does not assume the defense of any such claim or litigation resulting therefrom, (a) the Indemnified Party may defend against such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third-party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third-party claim in a reasonably prudent manner.

Third Party Claims. (a) If any party entitled Purchaser Indemnitee desires to be indemnified pursuant make a claim against any Seller, or any Seller Indemnitee desires to Section 7.1 make a claim against Purchaser (such Purchaser Indemnitee or Seller Indemnitee, an “Indemnified PartyPerson”) receives notice of the assertion ), under Section 8.2 in connection with any action, suit, proceeding or demand at any time instituted against or made upon such Indemnified Person by any third party of any claim or of the commencement by any for which such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing Indemnified Person may seek indemnification hereunder (any such claim or Action being referred to herein as an a “Indemnifiable Third Party Claim”), such Indemnified Person shall promptly notify in writing, in the case of a claim under Section 8.2(a) with respect to which another party hereto or 8.2(b), the relevant Seller, or, in the case of a claim under Section 8.2(c), Purchaser (in each case, an “Indemnifying Party”) is or may be obligated to provide indemnification), of such Third Party Claim and of the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) Person’s claim of the Indemnifiable Claimindemnification with respect thereto; provided, however, that the failure to provide such notice so notify or delay in notification shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification of its obligations hereunder, except and only to the extent that any damages directly resulted or were caused the Indemnifying Party is prejudiced by such failurefailure or delay. The Indemnifying Party shall have 30 days after receipt of such notice to notify such Indemnified Person if the applicable Indemnifying Party has elected to assume the defense of such Third Party Claim. If the applicable Indemnifying Party elects to assume the defense of such Third Party Claim, such Indemnifying Party shall be entitled at its own expense to conduct and control the defense and settlement of such Third Party Claim through counsel of its own choosing (reasonably acceptable to the applicable Indemnified Person) on behalf of the applicable Indemnified Person. The Indemnified Person shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Person, provided that if in the reasonable opinion of counsel to the Indemnified Person there exists a conflict of interest between the Indemnifying Party and the Indemnified Person that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Person in each jurisdiction for which the Indemnified Person determines counsel is required. If the Indemnifying Party fails to notify the Indemnified Person within 30 days after receipt of notice from the Indemnified Person of a Third Party Claim that the applicable Indemnifying Party has elected to assume the defense of such Third Party Claim or fails to diligently defend such Third Party Claim, the Indemnified Person shall be entitled to assume the defense of such Third Party Claim at the expense of the applicable Indemnifying Party through counsel reasonably acceptable to the Indemnifying Party; provided, however, that neither the Indemnified Person nor the Indemnifying Party may compromise or settle any Third Party Claim except as provided in Section 8.3(b). (b) The Any compromise, settlement or offer of settlement of any Third Party Claim of which the applicable Indemnifying Party has elected to assume the defense shall require the prior written consent of the Indemnified Person, which consent shall not be unreasonably withheld or delayed. Unless such consent is obtained, the applicable Indemnifying Party shall have thirty (30) days after receipt continue the defense of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewithsuch claim; provided, however, that, if any Indemnified Person refuses its consent to a bona fide offer of settlement that the applicable Indemnifying Party wishes to accept and that involves no payment of money by such Indemnified Person, and further involves no limitation on the future operation of the business of the Companies, and that releases such Indemnified Person from all liability in connection with such claim, the applicable Indemnifying Party may reassign the defense of such claim to such Indemnified Person, who may then continue to pursue the defense of such matter, free of any participation by the Indemnifying Party, at the sole cost and expense of such Indemnified Person. In such event, the obligation of the applicable Indemnifying Party with respect thereto shall not exceed the lesser of (Ai) the amount of the offer of settlement that such Indemnified Person refused to accept or (ii) the aggregate Damages of the Indemnified Person with respect to such claim, including the costs of defense after reassignment of the defense of such claim to the Indemnified Person. Any compromise, settlement or offer of settlement of any Third Party Claim of which the applicable Indemnifying Party shall permit has not elected to assume the defense or has reassigned the defense to the Indemnified Party to participate in such settlement or defense through counsel chosen by Person shall require the Indemnified Party (subject to the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld)withheld or delayed. The parties hereto agree to cooperate fully with each other in connection with the defense, provided that negotiation or settlement of any Third Party Claim, including the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) Indemnified Person providing the Indemnifying Party shall not settle any Indemnifiable Claim without with access to the Indemnified PartyPerson’s consent, which consent shall not be unreasonably withheld. So long as records and personnel relating to any Third Party Claim during reasonable hours under the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheldcircumstances. (c) If the Indemnifying Party does not notify the Indemnified makes any payment on any Third Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described thereinClaim, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Person to any insurance benefits or other claims of the Indemnified Person with respect to such Third Party Claim. (d) To the extent of any compromise or settlement of any such Indemnifiable Claiminconsistency between this Section 8.3 and Section 9.6 (Tax Contests), Section 9.6 shall control.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 10.2 (an “"Indemnified Party”") receives notice of the assertion by any third ----------------- party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing Action (any such claim or Action being referred to herein as an “"Indemnifiable Claim”") ------------------- with respect to which another party hereto (an “"Indemnifying Party”") is or may ------------------ be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “"Claim Notice”") of the ------------ Indemnifiable Claim; provided, that the failure to provide such notice shall not -------- relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages Damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (Ai) the Indemnifying Party shall permit the -------- Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (Bii) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s 's consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s 's consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, settle or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that -------- the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claim. (d) Anything contained in this Section 10.3 to the contrary notwithstanding, the Shareholders shall not be entitled to assume the defense for any Indemnifiable Claim (and shall be liable for the reasonable fees and expenses incurred by the Indemnified Party in defending such claim) if the Indemnifiable Claim seeks an order, injunction or other equitable relief or relief for other than money damages against Semtech which Semtech determines, after conferring with its counsel, cannot be separated from any related claim for money damages and which, if successful, would adversely affect the business, properties or prospects of ECI; provided, however, if such equitable relief -------- ------- portion of the Indemnifiable Claim can be so separated from that for money damages, the Shareholders shall be entitled to assume the defense of the portion relating to money damages.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice claim, assertion or proceeding by or in respect of the assertion by any a third party is made against an Indemnified Party or any event in respect of a third party occurs, and if the Indemnified Party intends to seek indemnity with respect thereto under this Article or to apply any claim damage or of liability arising therefrom to the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being U.S. Dollar amounts referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnificationherein, the Indemnified Party shall promptly notify the Indemnifying Party of such claim in writing (the “Claim Notice”) of the Indemnifiable Claim; providedwriting, provided that the failure by the Indemnified Party to provide give such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide from its indemnification obligations hereunder, except if and to the extent that any damages directly resulted or were caused by such failure. (b) the Indemnifying Party is actually materially prejudiced thereby. The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice such notice to undertake, conduct conduct, and control, through counsel of its own choosing, choosing and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party it in connection therewith; provided, however, that (Aa) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Indemnified Party, and (Bb) the Indemnifying Party shall not settle promptly reimburse the Indemnified Party for the full amount of any Indemnifiable Claim liability resulting from such claim and all related and reasonable expenses (other than the fees and expenses of counsel as aforesaid) incurred by the Indemnified Party within the limits of this Article and subject to the U.S. Dollar amounts referred to herein, (c) the Indemnified Party shall not, without the prior written consent of the Indemnifying Party, settle or compromise any claim or consent to the entry of any judgment that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party’s consentParty a release from all liability in respect of such claim, which and (d) nothing herein shall require any Indemnified Party to consent shall not be unreasonably withheldto the entry of any order, injunction, or consent decree materially affecting its ability to conduct its business operations after the date thereof. So long as the Indemnifying Party is vigorously reasonably contesting any such Indemnifiable Claim claim in good faith, the Indemnified Party shall not have the right to pay or settle any such claim without claim; provided, however, that in such event it shall waive any right to indemnity therefor by the Indemnifying Party’s consent. If representation of the Indemnified Party, which consent on the one hand, and the Indemnifying Party, on the other, by the same counsel would otherwise be inappropriate due to actual or potential differing interests between them, then the Indemnified Parties shall not be unreasonably withheld. (c) entitled to engage separate legal counsel to participate in the defense of such claim at the sole expense of Indemnifying Party. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after the receipt of the Claim Notice Indemnified Party’s written notice of a claim of indemnity hereunder that it elects to undertake the defense of the Indemnifiable Claim described thereinthereof, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim claim in the exercise of its reasonable discretion; provided, that judgment at the Indemnified Party shall notify expense of the Indemnifying Party of any compromise or settlement of any such Indemnifiable ClaimParty.

Third Party Claims. (a) If such Claim relates to any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge proceeding or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, demand instituted against the Indemnified Party shall promptly notify by a third party (a "THIRD-PARTY CLAIM"), the Indemnifying Party shall be entitled to participate in writing (the “defense of such Third-Party Claim Notice”) after receipt of the Indemnifiable Claim; providedIndemnification Notice from the Indemnified Party, that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) as follows. Within 30 days after receipt of the Claim Indemnification Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and a particular matter from the Indemnified Party shall cooperate with Party, the Indemnifying Party may assume the defense of such Third-Party Claim, in connection therewith; providedwhich case the Indemnifying Party shall have the authority to negotiate, that compromise and settle such Third-Party Claim, if and only if the following conditions are satisfied: (Ai) the Indemnifying Party shall permit have confirmed in writing that it is obligated hereunder to indemnify the Indemnified Party with respect to participate in such Third-Party Claim; (ii) the Indemnifying Party retains counsel that is acceptable to the Indemnified Party, which acceptance shall not be unreasonably withheld or delayed; and (iii) the Indemnified Party is kept reasonably informed of such action, suit or proceeding at all stages thereof whether or not it is represented by separate counsel. However, notwithstanding the preceding sentence, if (a) the Indemnifying Party fails or refuses to defend the Claim then Indemnified Party may defend and/or settle such Claim, after giving notice of proposed settlement or defense through counsel chosen to the Indemnifying Party, on such terms as the Indemnified Party may reasonably deem appropriate and no such action taken by the Indemnified Party (subject to in defending or settling such Claim will release the Indemnifying Party of any obligation hereunder. Except under the circumstances described in the preceding sentence, the Indemnified Party will not enter into any settlement agreement without the consent of the Indemnifying Party, Party which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the withheld or delayed. The Indemnifying Party shall not settle any Indemnifiable Claim will not, without the prior written consent of the Indemnified Party’s consent, Party (which consent shall will not be unreasonably withheld), enter into any settlement of a Claim, if pursuant to or as a result of such settlement, injunctive or other equitable relief will be imposed against the Indemnified Party or if such settlement does not expressly unconditionally release the Indemnified Party from all liabilities or obligations with respect to such Claim, with prejudice. So long as The Indemnified Party and the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, will cooperate with the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim each other in the exercise of its reasonable discretion; provideddefense, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable ClaimClaim for which indemnification is sought.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 10.02 (an “"Indemnified Party”") receives notice of the assertion by any third party of ----------------- any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing Action (any such claim or Action being referred to herein as an “"Indemnifiable Claim”") with ------------------- respect to which another party hereto (an “"Indemnifying Party”") is or may be ------------------ obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party Representative in writing (the “"Claim Notice”") of the Indemnifiable ------------ Claim; provided, however, that the failure to provide such notice shall not -------- ------- relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages Damages directly resulted or were caused by such failure. (b) The Indemnifying Party Representative, on behalf of the Shareholders, shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its his own choosing, and at its expensethe Shareholders' expense (as provided in the Escrow Agreement), the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party Representative in connection therewith; provided, however, that (Ai) the Indemnifying Party Representative shall permit the -------- ------- Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying PartyRepresentative, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying PartyShareholders, and (Bii) the Indemnifying Party Representative shall not settle any Indemnifiable Claim without the Indemnified Party’s 's consent, which consent shall will not be unreasonably withheld. So long as the Indemnifying Party Representative is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s Representative's consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party Representative does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, settle or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, however, that the Indemnified Party shall -------- ------- notify the Indemnifying Party Representative of any compromise or settlement of any such Indemnifiable Claim. (d) Anything contained in this Section 10.03 to the contrary notwithstanding, the Representative shall not be entitled to assume the defense for any Indemnifiable Claim (and the Shareholders shall be liable for the reasonable fees and expenses incurred by the Indemnified Party in defending such claim) if the Indemnifiable Claim seeks an order, injunction or other equitable relief or relief for other than money damages against Buyer or the Surviving Corporation which Buyer reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages and which, if successful, would materially and adversely affect the business, properties or prospects of Buyer or the Surviving Corporation; provided, however, if such -------- ------- equitable relief portion of the Indemnifiable Claim can be so separated from that for money damages, the Representative shall be entitled to assume the defense of the portion relating to money damages.

Third Party Claims. (ai) If any party entitled to be indemnified pursuant to Section 7.1 13.1 (an “Indemnified Party”"INDEMNIFIED PARTY") receives notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing Action (any such claim or Action being referred to herein as an “Indemnifiable Claim”"INDEMNIFABLE CLAIM") with respect to which another party hereto (an “Indemnifying Party”"INDEMNIFYING PARTY") is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”"CLAIM NOTICE") of the Indemnifiable Claim; providedPROVIDED, that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages Damages directly resulted or were caused by such failure. (bii) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, PROVIDED, that (Ai) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (Bii) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s Party Shareholder consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s 's consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claim.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of In the assertion by any third party case of any claim or of the commencement asserted by any such a third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and party against an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Indemnified Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify will give written notice to the Indemnifying Party in writing (or, with respect to a claim for which indemnification is sought pursuant to Section 8.1, the “Claim Notice”applicable Representative) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereofthird-party claim in accordance with Section 8.3(a), and the Indemnified Party shall cooperate with will permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume (upon acknowledging that the applicable Indemnified Party is entitled to indemnification with respect to such claim, subject to the limitations set forth in connection therewiththis Article VIII) the defense of any third-party claim or any litigation with a third party resulting therefrom; provided, however, that (Ai) counsel for the Indemnifying Party shall permit who conducts the Indemnified Party defense of such claim or litigation will be subject to participate in such settlement or defense through counsel chosen by the approval of the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall approval will not be unreasonably withheld), provided that conditioned or delayed) and (ii) the reasonable fees and expenses Indemnified Party may participate in such defense at such Indemnified Party’s expense. Except with the prior consent of such counsel shall not be borne by the Indemnified Party, no Indemnifying Party, and (B) in the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting defense of any such Indemnifiable Claim in good faithclaim or litigation, will consent to entry of any judgment or enter into any settlement that provides for injunctive or other non-monetary relief affecting the Indemnified Party shall or any of its Affiliates or that does not pay include as an unconditional term thereof the giving by each claimant or settle plaintiff to such Indemnified Party and its Affiliates of a general release from all liability with respect to such claim without or litigation, or, in the Indemnifying Party’s consentcase of any claim for Taxes, which consent shall not be unreasonably withheld. (c) that results in an increase in Taxes or taxable income of the Indemnified Party or its Affiliates for a taxable period or portion thereof beginning after the Closing Date. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake assume the defense of the Indemnifiable Claim described thereinany matter as above provided, the Indemnified Party shall will have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretiondefend such matter and to settle such matter; provided, however, that the Indemnified Party shall notify may not settle such claim without the prior written consent of the Indemnifying Party (which consent will not be unreasonably withheld, conditioned or delayed). In any event, the Indemnifying Party and the Indemnified Party will reasonably cooperate in the defense of any compromise third-party claim or litigation subject to this Article VIII and will each provide the other reasonable access to its records in order to facilitate the defense and settlement of any such Indemnifiable Claimmatter.

Third Party Claims. (a) If a claim by a third-party is made against any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) Party with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated the Indemnified Party intends to provide indemnificationseek indemnification hereunder for any Loss under this Article VI, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by such failure. (b) claim. The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice right, but not the obligation, to undertake, conduct and control, through counsel of its own choosing, any third party claim, action, suit or proceeding (a “Third-Party Claim”). If the Indemnifying Party elects to conduct and at its expensecontrol any Third-Party Claim, the settlement or defense thereofit shall, and within thirty (30) days of receipt of notice of such Third-Party Claim, notify the Indemnified Party shall cooperate with of its intent to do so. If the Indemnifying Party in connection therewith; providedelects not to conduct and control any Third Party Claim, that (A) the Indemnified Party may conduct and control any Third-Party Claim. The Indemnifying Party shall permit the Indemnified Party to participate in in, but not control, the defense of any such settlement action or suit which the Indemnifying Party has elected to assume the defense of through counsel chosen by the Indemnified Party; provided, however, that the fees and expenses of such counsel shall be borne by the Indemnified Party. If the Indemnifying Party (subject elects not to control or conduct the defense or prosecution of a Third-Party Claim, the Indemnifying Party nevertheless shall have the right to participate in the defense or prosecution of any Third-Party Claim and, at its own expense, to employ counsel of its own choosing for such purpose. Notwithstanding anything in this Section 6.6(a) to the contrary, the Indemnifying Party shall not, without the written consent of the Indemnifying Indemnified Party, which consent shall not be unreasonably withheld), provided that delayed or conditioned, settle or compromise any Third-Party Claim unless the reasonable fees and expenses settlement or compromise involves only the payment of such counsel shall not be borne by monetary damages. Notwithstanding anything in this Section 6.6(a) to the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faithcontrary, the Indemnified Party shall not pay or settle such claim not, without the written consent of the Indemnifying Party’s consent, which consent shall not be unreasonably withheldsettle or compromise any Third-Party Claim. (cb) If The Parties shall cooperate in the defense or prosecution of any Third-Party Claim, with such cooperation to include (i) the retention and the provision of the Indemnifying Party does not notify records and information that are reasonably relevant to such Third-Party Claim and (ii) the Indemnified Party within thirty (30) days after receipt making available of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party employees on a mutually convenient basis for providing additional information and explanation of any compromise or settlement of any such Indemnifiable Claimmaterial provided hereunder.

Third Party Claims. (ai) If In the event that any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by Action is instituted, or that any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) Third Party Claim is or may be obligated to provide indemnificationasserted, the Indemnified Party Person seeking indemnification for any related Loss (including a Buyer Indemnified Person seeking indemnification for any related loss through an Offset Right) shall promptly notify the Indemnifying Party in writing of any such Action or claim promptly after receiving notice thereof (the each, a “Third Party Indemnification Claim Notice”) of the Indemnifiable Claim); provided, however, that no delay on the failure to provide part of the Indemnified Person in giving any such notice shall relieve an Indemnifying Party of any indemnification obligations unless, and only to the extent that, such Indemnifying Party is actually and materially prejudiced by such delay and then only to the extent of such prejudice. Subject to the provisions of this Section 9.4(a)(i), and assuming the Indemnified Person does not relieve have the right to elect or otherwise affect does not choose to elect in its Third Party Indemnification Claim Notice to assume the obligation defense of the Third Party Claim in accordance with Section 9.4(a)(v), the Indemnifying Party shall be entitled at its own expense to provide indemnification hereunder, except conduct and control the defense and settlement of such Third Party Claim on behalf of the Indemnified Person through counsel chosen by the Indemnifying Party and reasonably acceptable to the extent that any damages directly resulted or were caused by such failure. (b) The Indemnified Person if the Indemnifying Party shall have notifies the Indemnified Person in writing within thirty (30) days after receipt (or sooner, if the nature of the Third Party Claim Notice to undertake, conduct and control, through counsel so requires) of its own choosing, intent to do so and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with confirms that the Indemnifying Party shall be obligated to indemnify the Indemnified Person against all resulting Losses in connection therewithaccordance with (and subject to the limitations of) this Agreement. If the Indemnifying Party does not elect within thirty (30) days (or sooner, if the nature of the Third Party Claim so requires) to defend against, negotiate, settle or otherwise deal with any Third Party Claim, the Indemnified Person may defend against, negotiate, settle or otherwise deal with such Third Party Claim with one counsel (and any appropriate local counsel as reasonably required) reasonably acceptable to the Indemnifying Party at the expense of the Indemnifying Party; provided, that if the Indemnifying Party does not object to the Indemnified Party’s choice of counsel within ten (10) Business Days after receipt of notice from the Indemnified Party of such choice of counsel, such counsel chosen by the Indemnified Party will be deemed reasonably acceptable to the Indemnifying Party. (ii) If the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Third Party Claim: (A) the Indemnifying Party shall permit use its commercially reasonable efforts to defend such Third Party Claim; (B) the Indemnified Person, prior to the period in which the Indemnifying Party assumes the defense of such matter, may take such reasonable actions to preserve any and all rights with respect to such matter, without such actions being construed as a waiver of the Indemnified Person’s rights to defense and indemnification pursuant to this Agreement and without such actions being determinative of the amount of any indemnifiable Losses, except to the extent the Indemnifying Party’s ability to defend such action is actually and materially prejudiced by such actions; and (C) the Indemnified Person may participate in the defense of such settlement or defense through Third Party Claim with separate counsel chosen reasonably acceptable to the Indemnifying Party at its own expense or, if so requested by the Indemnified Indemnifying Party (subject or, if in the reasonable opinion of counsel to the consent Indemnified Person, a conflict or potential conflict exists between the Indemnified Person and the Indemnifying Party that would make such separate representation advisable, at the reasonable expense of the Indemnifying Party. (iii) In connection with this Section 9.4(a), which the Parties agree to: (A) cooperate with each other in connection with the defense, negotiation or settlement of any such Third Party Claim; (B) make available witnesses in a timely manner to provide testimony through declarations, affidavits, depositions, or at hearing or trial and to work with each other in preparation for such events consistent with deadlines dictated by the particular Third Party Claim; (C) preserve all documents and things required by litigation hold orders pending with respect to particular Third Party Claims; and (D) provide such documents and things to each other, consistent with deadlines dictated by a particular matter, as required by legal procedure or court order, or if reasonably requested by another Party hereto; provided that such cooperation referenced in clauses (A) through (D) shall not be required if it could reasonably be expected to result in a waiver of any attorney-client, work product or other privilege, and provided further that the Parties shall use commercially reasonable efforts to avoid production of confidential information (consistent with Law), and to cause all communications among Employees, counsel and others representing any party to a Third Party Claim to be made so as to preserve any applicable attorney-client or work-product privileges. (iv) Except as permitted in this Section 9.4(a), the Indemnifying Party shall not, without the written consent of the Indemnified Person(s) (such consent not to be unreasonably conditioned, withheld or delayed), settle or compromise any Third Party Claim or permit a default or consent to entry of any judgment (each a “Settlement”); provided, however, that an Indemnified Person’s written consent shall not be unreasonably withheld)required if (x) the claimant provides such Indemnified Person an unqualified release from all liability in respect of the Third Party Claim, provided that (y) such Settlement does not impose any additional liabilities or obligations on the reasonable fees Indemnified Person and expenses (z) with respect to any non-monetary provision of such counsel Settlement, such provisions could not have, or be reasonably expected to have, any adverse effect on the business, assets, financial condition or results of operations of the Indemnified Person and its Subsidiaries, if any. Any Settlement or compromise that does not comply with the preceding sentence shall not be borne determinative of the amount of Losses with respect to any related claims for indemnification pursuant to this Article IX. The costs incurred by Sellers’ Representative pursuant to participating in the defense of any Third Party Claims shall constitute Sellers’ Representative Expenses. (v) Notwithstanding anything in this Agreement to the contrary, if (v) a Third Party Claim seeks relief other than the payment of monetary damages, (w) the subject matter of a Third Party Claim relates to the ongoing business of the Indemnified Person, which Third Party Claim, if decided against the Indemnified Person, could materially and adversely affect the ongoing business of the Indemnified Person, (x) the claim for indemnification relates to or arises in connection with any criminal proceeding, action or indictment, (y) the Indemnified Person reasonably concludes that the amount of the Third Party Claim and associated defense costs shall exceed the limits on the Indemnifying Party’s obligations under Section 9.2(b), and or (Bz) the Indemnifying Party shall not settle any Indemnifiable Claim without is unable, upon request from the Indemnified Party’s consentPerson, which consent to reasonably demonstrate that it has sufficient financial resources available to defend against the Third Party Claim, then, in each such case, the Indemnified Person alone shall not be unreasonably withheldentitled to contest, defend and settle such Third Party Claim. So long as If the Indemnified Person elects to exercise such right to contest, defend and settle such Third Party Claim, then the Indemnified Person shall notify the Indemnifying Party is vigorously contesting any of such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify the Indemnified Party election within thirty (30) days after receipt of the later of (A) receiving the applicable Third Party Indemnification Claim Notice that it elects to undertake or (B) the defense occurrence of the Indemnifiable Claim described thereinevent giving rise to the Indemnified Person’s right to make such election pursuant to clause (w), (x), (y) or (z) of this Section 9.4(a)(v). In such event, the Indemnified Party Person shall instead have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise be represented by counsel of its reasonable discretion; provided, that the Indemnified Party choice (of which it shall notify the Indemnifying Party) at the Indemnifying Party’s reasonable expense and to defend against, negotiate, settle or otherwise deal with any Third Party Claim; provided that the Indemnified Person may not enter into a Settlement or compromise without the Indemnifying Party’s prior written consent. If the Indemnified Person elects to defend against, negotiate, settle or otherwise deal with any Third Party Claim, then (1) the Indemnified Person shall use its commercially reasonable efforts to defend such Third Party Claim, conduct such defense in a good faith and reasonably diligent manner, keep the Indemnifying Party reasonably informed of the status of such defense, and use commercially reasonable efforts to cooperate with the Indemnifying Party with respect to such defense during the course of such defense, and (2) the Indemnifying Party may participate, at its own expense, in the defense of such Third Party Claim. If the Indemnified Person does not elect to contest, defend and settle such Third Party Claim, then the Indemnifying Party shall then have the right to contest and defend such Third Party Claim as described above in Section 9.4(a)(i). (vi) Notwithstanding the foregoing, any compromise or settlement Third Party Claims in respect of any such Indemnifiable ClaimTaxes shall be governed by Section 6.8(c) rather than this Section 9.4(a). To the extent that the provisions of this Section 9.4(a) conflict with the provisions of Section 6.8(c), Section 6.8(c) shall control.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the The Indemnified Party shall promptly notify ------------------ the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claimexistence of any claim, demand or other matter involving liabilities to third parties to which the Indemnifying Party's indemnification obligations could apply and shall give the Indemnifying Party a reasonable opportunity to defend the same at its expense and with counsel of its own selection (who shall be approved by the Indemnified Party, which approval shall not be withheld unreasonably); provided, however, that (i) the Indemnified -------- Party shall at all times also have the right to fully participate in the defense at its own expense, (ii) if, in the reasonable judgment of the Indemnified Party, based upon the written advice of counsel, a conflict of interest may exist between the Indemnified Party and the Indemnifying Party, the Indemnifying Party shall not have the right to assume such defense on behalf of such Indemnified Party and (iii) the failure to provide such notice so notify the Indemnifying Party shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunderfrom any liabilities that it may have hereunder or otherwise, except to the extent that any damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice failure so to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with notify the Indemnifying Party in connection therewith; provided, that (A) materially prejudices the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent rights of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify the Indemnified Party shall, within thirty (30) days a reasonable time after receipt of the Claim Notice that it elects such notice, fail to undertake the defense of the Indemnifiable Claim described thereindefend, the Indemnified Party shall have the right right, but not the obligation, to contestundertake the defense of, settleand to compromise or settle the claim or other matter on behalf, or compromise for the Indemnifiable Claim account and at the risk and expense of the Indemnifying Party. Except as provided in the exercise preceding sentence, the Indemnifying Party shall not compromise or settle the claim or other matter without the written consent of the Indemnified Party. If the claim is one that cannot by its reasonable discretion; providednature be defended solely by the Indemnifying Party, that the Indemnified Party shall notify make available all information and assistance that the Indemnifying Party of may reasonably request; provided, however, that any compromise or settlement of any such Indemnifiable Claim-------- associated expenses shall be paid by the Indemnifying Party.

Third Party Claims. (a) If In the event that any party entitled to be indemnified pursuant to Section 7.1 seeking indemnification hereunder (an “"Indemnified Party”") receives notice of desires to make a claim against the assertion other party(ies) hereto (an "Indemnifying Party") under Section 15 hereof in connection with any action, suit, proceeding or demand at any time instituted against or made upon the Indemnified Party by any third party of any claim or of for which the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing Indemnified Party may seek indemnification hereunder (any such claim or Action being referred to herein as an “Indemnifiable a "Third Party Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification"), the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “of such Third Party Claim Notice”) and of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation Indemnified Party's claim of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by such failure. (b) with respect thereto. The Indemnifying Party shall have thirty (30) days after receipt of such notice to notify the Claim Notice Indemnified Party if the Indemnifying Party has elected to undertakeassume the defense of such Third Party Claim. If the Indemnifying Party elects to assume the defense of such Third Party Claim, the Indemnifying Party shall be entitled at its own expense to conduct and control, control the defense and settlement of such Third Party Claim through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit the Indemnified Party to may participate in the defense of such settlement or defense through Third Party Claim with its own counsel chosen by the Indemnified Party (subject to the consent of at its own expense; and provided, further, that the Indemnifying Party, which consent if it shall not be unreasonably withheld)have so assumed such defense, provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Partyconcede, and (B) as between the Indemnifying Party shall not settle any Indemnifiable Claim without and the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, liability to the Indemnified Party shall not pay or settle with respect to such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) Third Party Claim. If the Indemnifying Party does not fails to notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense Indemnified Party's notice of the Indemnifiable Claim described thereina Third Party Claim, the Indemnified Party shall have be entitled to assume the right defense of such Third Party Claim at the expense of the Indemnifying Party (so long as the Third Party Claim is one with respect to contestwhich the Indemnifying Party is responsible under this Section 15), settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, provided that the Indemnified Party shall notify may not settle any Third Party Claim without the Indemnifying Party of any compromise Party's consent, which consent shall not be unreasonably withheld or settlement of any such Indemnifiable Claimdelayed.

Third Party Claims. (a) If The Indemnifying Party shall be entitled at any party entitled time to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of participate in the assertion by any third party defense of any claim or of the commencement by any such third person of any actual or threatened claim, action, suitor proceeding with counsel reasonably satisfactory to the Indemnified Party, arbitrationand the parties agree to cooperate fully with one another in connection with the defense and/or settlement thereof. Subject to the rights of or duties to any insurer or other third person having liability therefor, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal the Indemnifying Party shall have the right upon receipt of notice from any the Indemnified Party of the foregoing (any existence of such claim or Action being referred the commencement of any such third-party action or proceeding, to herein as an “Indemnifiable Claim”undertake and direct the defense of such claim or the commencement of any such third-party action or proceeding, to undertake and direct the defense of such claim, action or proceeding at any time by delivering to the Indemnified Party: (a) Written notice of such undertaking; (b) Written admission of complete liability for indemnification with respect to which another any such claim, action or proceeding; and (c) Written consent to be joined as party hereto to any such action or proceeding or in any action or proceeding resulting from such claim. From and after delivery of items referred to in (an “a), (b) and (c), the Indemnifying Party shall be relieved of the obligation to reimburse the Indemnified Party for any other legal, accounting, or other out-of-pocket costs and expenses thereafter incurred by the Indemnified Party with respect to the defense of such claim, action, or proceeding notwithstanding any participation by the Indemnified Party. In the event the Indemnifying Party declines to undertake the defense of any such claim, action, or proceeding when first notified thereof, the Indemnifying Party shall be advised as to current status and progress thereof on a regular basis, and the Indemnifying Party shall retain said right pursuant to the terms above to undertake the defense thereof until such matter is fully resolved. Unless and until the Indemnifying Party so undertakes the defense thereof, the Indemnified Party agrees not to make any offer of settlement without first having provided five days’ advance written notice thereof to the Indemnifying Party and obtained the written approval of the Indemnifying Party”) is . In the event the Indemnifying Party so undertakes the defense of any such claim, action, or may be obligated to provide indemnificationproceeding, the Indemnified Party shall promptly notify nevertheless be entitled to participate in (but not direct) the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through defense thereof with counsel of its own choosing, and at its expense, the settlement or defense thereof, choice and the Indemnified Party shall parties agree to cooperate fully with one another in connection with the Indemnifying Party in connection therewithdefense and/or settlement thereof; provided, however, that (A) any decision to settle any such claim, action or proceeding shall be at the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent sole discretion of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claim.

Third Party Claims. (a) If any party entitled ▇▇▇▇ Indemnitee desires to be indemnified pursuant make a claim against any Shareholder, or any Shareholder Indemnitee desires to Section 7.1 make a claim against ▇▇▇▇ or Merger Sub (such ▇▇▇▇ Indemnitee or Shareholder Indemnitee, an “Indemnified PartyPerson”) receives notice of the assertion ), under Section 8.2 in connection with any action, suit, proceeding or demand at any time instituted against or made upon such Indemnified Person by any third party of any claim or of the commencement by any for which such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing Indemnified Person may seek indemnification hereunder (any such claim or Action being referred to herein as an a “Indemnifiable Third Party Claim”), such Indemnified Person shall promptly notify in writing, in the case of a claim under Section 8.2(a) with respect to which another party hereto or 8.2(b), the relevant Shareholder, or, in the case of a claim under Section 8.2(c), ▇▇▇▇ or Merger Sub (in each case, an “Indemnifying Party”) is or may be obligated to provide indemnification), of such Third Party Claim and of the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) Person’s claim of the Indemnifiable Claimindemnification with respect thereto; provided, however, that the failure to provide such notice so notify or delay in notification shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification of its obligations hereunder, except and only to the extent that any damages directly resulted or were caused the Indemnifying Party is prejudiced by such failurefailure or delay. The Indemnifying Party shall have 30 days after receipt of such notice to notify such Indemnified Person if the applicable Indemnifying Party has elected to assume the defense of such Third Party Claim. If the applicable Indemnifying Party elects to assume the defense of such Third Party Claim, such Indemnifying Party shall be entitled at its own expense to conduct and control the defense and settlement of such Third Party Claim through counsel of its own choosing (reasonably acceptable to the applicable Indemnified Person) on behalf of the applicable Indemnified Person. The Indemnified Person shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Person, provided that if in the reasonable opinion of counsel to the Indemnified Person there exists a conflict of interest between the Indemnifying Party and the Indemnified Person that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Person in each jurisdiction for which the Indemnified Person reasonably determines separate counsel is required due to such conflict of interest. If the Indemnifying Party fails to notify the Indemnified Person within 30 days after receipt of notice from the Indemnified Person of a Third Party Claim that the applicable Indemnifying Party has elected to assume the defense of such Third Party Claim or fails to diligently defend such Third Party Claim, the Indemnified Person shall be entitled to assume the defense of such Third Party Claim at the expense of the applicable Indemnifying Party through counsel reasonably acceptable to the Indemnifying Party; provided, however, that neither the Indemnified Person nor the Indemnifying Party may compromise or settle any Third Party Claim except as provided in Section 8.3(b). (b) The Any compromise, settlement or offer of settlement of any Third Party Claim of which the applicable Indemnifying Party has elected to assume the defense shall require the prior written consent of the Indemnified Person, which consent shall not be unreasonably withheld, conditioned, or delayed. Unless such consent is obtained, the applicable Indemnifying Party shall have thirty (30) days after receipt continue the defense of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewithsuch claim; provided, however, that, if any Indemnified Person refuses its consent to a bona fide offer of settlement that the applicable Indemnifying Party wishes to accept and that involves no payment of money by such Indemnified Person, and further involves no limitation on the future operation of the business of the Company, and that releases such Indemnified Person from all liability in connection with such claim, the applicable Indemnifying Party may reassign the defense of such claim to such Indemnified Person, who may then continue to pursue the defense of such matter, free of any participation by the Indemnifying Party, at the sole cost and expense of such Indemnified Person. In such event, the obligation of the applicable Indemnifying Party with respect thereto shall not exceed the lesser of (Ai) the amount of the offer of settlement that such Indemnified Person refused to accept or (ii) the aggregate Damages of the Indemnified Person with respect to such claim, including the costs of defense after reassignment of the defense of such claim to the Indemnified Person. Any compromise, settlement or offer of settlement of any Third Party Claim of which the applicable Indemnifying Party shall permit has not elected to assume the defense or has reassigned the defense to the Indemnified Party to participate in such settlement or defense through counsel chosen by Person shall require the Indemnified Party (subject to the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that conditioned, or delayed. The parties hereto agree to cooperate fully with each other in connection with the reasonable fees and expenses defense, negotiation or settlement of such counsel shall not be borne by any Third Party Claim, including the Indemnifying Party, and (B) Indemnified Person providing the Indemnifying Party shall not settle any Indemnifiable Claim without with access to the Indemnified PartyPerson’s consent, which consent shall not be unreasonably withheld. So long as records and personnel relating to any Third Party Claim during reasonable hours under the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheldcircumstances. (c) If the Indemnifying Party does not notify the Indemnified makes any payment on any Third Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described thereinClaim, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Person to any insurance benefits or other claims of the Indemnified Person with respect to such Third Party Claim. (d) To the extent of any compromise or settlement of any such Indemnifiable Claiminconsistency between this Section 8.3 and Section 9.6 (Tax Contests), Section 9.6 shall control.

Third Party Claims. (a) If any party entitled to Legal Proceeding shall be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion brought or asserted by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an a “Indemnifiable ClaimThird Party Proceeding”) with respect which, if adversely determined, would entitle the Indemnified Party to which another party hereto (an “Indemnifying Party”) is or may be obligated indemnity pursuant to provide indemnificationthis Section 5.2, the Indemnified Party shall promptly within thirty days notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claimsame in writing, specifying in detail the basis of such claim and the facts pertaining thereto and attaching a copy of any summons, complaint or other pleading served upon the Indemnified Party; provided, provided that the failure to provide such notice so notify an Indemnifying Party shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, of its obligations hereunder except to the extent that any damages directly resulted or were caused by such failure. (b) failure shall have materially harmed the Indemnifying Party. The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertakemay, conduct and control, through counsel of in its own choosing, discretion and at its sole expense, elect to assume and control the settlement or defense thereofof such Third Party Proceeding, and provided that: (i) the Indemnifying Party must consult with the Indemnified Party shall cooperate with respect to the handling of such Third Party Proceeding and the Indemnifying Party in connection therewith; provided, that must employ counsel satisfactory to the Indemnified Party; (ii) the Indemnifying Party must (A) furnish the Indemnified Party with evidence to the Indemnified Party’s satisfaction that the Indemnifying Party is and will be able to satisfy any such liability and (B) agree in writing to be fully responsible for all Losses relating to such claims and provide full indemnification to the Indemnified Party for all Losses relating to such claim; (iii) the Indemnifying Party must not settle, compromise or cease to defend any claim or action without the express written consent of the Indemnified Party, which consent may be withheld for any reason or no reason, if (A) pursuant to or as a result of such settlement, compromise or cessation, injunctive or other equitable relief will be imposed against the Indemnified Party, (B) if settlement, compromise or cessation does not expressly and unconditionally release the Indemnified Party from all Losses with respect to such Third Party Claim, with prejudice, or (C) such settlement, compromise or cessation would involve any admission of liability, responsibility, culpability or guilt on the part of the Indemnified Party or which has any collateral estoppel effect on the Indemnified Party; (iv) the Indemnifying Party shall permit not be entitled to assume control of any Third Party Proceeding and shall pay the Indemnified Party to participate in such settlement or defense through fees and expenses of counsel chosen retained by the Indemnified Party if (subject A) the Third Party Proceeding relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (B) the claim seeks non-monetary or other injunctive or equitable relief against the Indemnified Party, (C) the claim relates to the consent Intellectual Property Rights of the Indemnified Party, (D) the claim involves a claim to which the Indemnified Party reasonably believes would be materially detrimental to or materially injure the Indemnified Party’s reputation or customer or supplier relations, (E) is one in which the Indemnifying Party is also a party and 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, or (F) involves a claim which, upon petition by the Indemnified Party, the appropriate court, arbitration or other body determines that the Indemnifying Party failed or is failing to vigorously prosecute or defend. With respect to the actions, lawsuits, investigations, proceedings and other claims that are the subject of this Section 5.2.5(b)(iv), the Indemnifying Party shall have the right to retain its own counsel (but the expenses of such counsel shall be at the expense of the Indemnifying Party) and participate therein, and no Indemnifying Party shall be liable for any settlement of any such action, proceeding or claim without its written consent (which consent shall not be unreasonably withheld); and (v) in the event any Third Party Proceeding shall be brought or asserted which, provided that if adversely determined, would not entitle the reasonable fees and expenses Indemnified Party to full indemnity pursuant to this Section 5.2, by reason of the limitations set forth in Section 5.2.3 or otherwise, the Indemnified Party may elect to participate in a joint defense of such counsel shall not be borne by the Indemnifying PartyThird Party Proceeding (a “Joint Defense Proceeding”), and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without pay for the expenses of such joint defense and the employment of counsel shall be satisfactory to the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as If the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faithpermitted to assume and control the defense of a Third Party Proceeding and elects to do so, the Indemnified Party it shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify provide notice thereof to the Indemnified Party within thirty (30) days after receipt the Indemnified Party has given notice of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the matter. The Indemnified Party shall have the right to contest, settle, or compromise employ counsel separate from counsel employed by the Indemnifiable Claim Indemnifying Party in any such action and to participate in the exercise defense thereof, but the fees and expenses of its reasonable discretion; provided, that such counsel employed by the Indemnified Party shall notify be at the expense of the Indemnified Party unless (i) the employment thereof has been specifically authorized by the Indemnifying Party of in writing, (ii) the Indemnifying Party has failed to assume the defense and employ counsel, or (iii) the Legal Proceeding is a Joint Defense Proceeding. Notwithstanding anything to the contrary above, this Section 5.2.5 shall not apply to any compromise claim or settlement of any such Indemnifiable Claimaction relating to Taxes.

Third Party Claims. (a) If any party entitled The Indemnifying Party under this Article VIII shall have the right, but not the obligation, exercisable by written notice to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion by any third party of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify within thirty (30) days of receipt of notice of a Third Party Claim from the Indemnified Party with respect thereto, to assume the conduct and control, at the expense of the Indemnifying Party in writing (and through counsel of its choosing that is reasonably acceptable to the “Claim Notice”) of Indemnified Party, any Third Party Claim, and the Indemnifiable ClaimIndemnifying Party may compromise or settle the same; provided, that the failure to provide such Indemnifying Party shall give the Indemnified Party advance written notice of any proposed compromise or settlement and shall not, without the prior written consent of the Indemnified Party (which consent shall not relieve be unreasonably withheld), consent to or otherwise affect enter into any compromise or settlement that commits the obligation Indemnified Party, to take, or to forbear to take, any action or does not provide for a full and complete written release by the applicable third party of the Indemnified Party. No Indemnified Party may compromise or settle any Third Party Claim for which it is seeking indemnification hereunder without the consent of the Indemnifying Party to provide indemnification hereunder, except (which consent shall not be unreasonably withheld). No Indemnifying Party may consent to the extent entry of any judgment that does not relate solely to monetary damages arising from any damages directly resulted or were caused by such failure. (b) The Indemnifying Third Party shall have thirty (30) days after receipt Claim without the prior written consent of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Party. The Indemnifying Party shall permit the Indemnified Party to participate in in, but not control, the defense of any such settlement or defense Third Party Claim through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party; provided, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall be borne by the Indemnified Party. If the Indemnifying Party elects not to control or conduct the defense of a Third Party Claim, the Indemnifying Party nevertheless shall have the right to participate in the defense of any Third Party Claim and, at its own expense, to employ counsel of its own choosing for such purpose. The Indemnifying Party shall permit the Indemnified Party to participate in, but not control, the defense of any such Third-Party Claim through counsel chosen by the Indemnified Party, and the fees and expenses of such counsel shall be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (cb) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake The Parties shall cooperate in the defense of any Third Party Claim, with such cooperation to include (i) the Indemnifiable Claim described therein, retention and the Indemnified Party shall have the right provision to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement records and information that are reasonably relevant to such Third Party Claim and (ii) reasonable access to employees on a mutually convenient basis for providing additional information and explanation of any such Indemnifiable Claimmaterial provided hereunder.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of In the assertion by any third party case of any claim or of the commencement asserted by any such a third person of any actual or threatened claimparty against an Indemnified Party, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation notice shall be given by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification, the Indemnified Party shall promptly notify to the Indemnifying Party as soon as practicable after such Indemnified Party has knowledge of any claim as to which indemnity may be sought (together with the documentation referenced in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereofSection 8.5(a)), and the Indemnified Party shall cooperate permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any third party claim or any litigation with a third party resulting therefrom; PROVIDED, HOWEVER, that (a) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation, if it is not Whit▇▇▇, ▇▇eed, Abbo▇▇ & ▇org▇▇ ▇▇▇ on behalf of the Buyer, or Calf▇▇, ▇▇lter & Gris▇▇▇▇ ▇▇▇ or behalf of the Seller, shall be subject to the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), (b) the Indemnified Party may participate in such defense at such Indemnified Party's expense (which shall not be subject to reimbursement or indemnification hereunder except as provided below), and (c) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligations under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give prompt notice. Except with the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), no Indemnifying Party, in the defense of any such claim or litigation, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff (with respect to such settlement or judgment) to such Indemnified Party of a release from any and all liability with respect to such claim or litigation. If the Indemnified Party shall in good faith determine that the Indemnified Party has available to it one or more fundamental defenses or counterclaims that are inconsistent with one or more of the fundamental defenses expected to be relied upon by the Indemnifying Party in connection therewith; providedrespect of such claim or any litigation relating thereto, that (A) the Indemnified Party shall, in such instances, upon discovery of such conflict, have the right to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the cost of the Indemnifying Party shall permit (to the extent required under this Article 8); PROVIDED, HOWEVER, that if the Indemnified Party to participate in such settlement or defense through counsel chosen by does so take over and assume control, the Indemnified Party (subject to shall not settle such claim or litigation without the prior written consent of the Indemnifying Party, which such consent shall not to be unreasonably withheld)withheld or delayed. As of the date hereof, provided that the reasonable fees and expenses no party is aware of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim conflict or potential conflict in good faith, connection with the Indemnified Party shall not pay or settle such claim without Seller's obligation to indemnify the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) Buyer Indemnitees for the Western Atlas matter provided for in Section 8.2(d). If the Indemnifying Party does not notify accept the Indemnified Party defense of any matter as above provided within thirty (30) 30 days after receipt of the Claim Notice that it elects to undertake notice from the defense of Indemnified Party above and the Indemnifiable Claim documents described thereinin Section 8.2(a), the Indemnified Party shall have the full right to contestdefend against any such claim or demand at the cost of the Indemnifying Party (to the extent required under Article 8) and shall be entitled to settle or agree to pay in full such claim or demand. In any event, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that Indemnifying Party and the Indemnified Party shall notify reasonably cooperate with the Indemnifying Party of any compromise or negotiation, defense and/or settlement of any claim or litigation subject to this Article 8 and the records of each shall be reasonably available to the other with respect to such Indemnifiable Claimnegotiation defense and/or settlement.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 Buyer Indemnified Party or Seller Indemnified Party (any such being an “Indemnified Party”) receives desires to make a claim for indemnification under Section 7.2 arising from a claim by a third party, such Indemnified Party shall notify the Buyer (in the case of a claim by any Seller Indemnified Party) or the Seller (in the case of a claim by any Buyer Indemnified Party (in either case, the “Defending Party”)) of the claim (the “Indemnified Party Claim”) in writing promptly after receiving notice of the assertion by any third party Proceeding, describing in reasonable detail the Indemnified Party Claim, including copies of any all complaints, summons, petitions, demand letters and all reasonably available documents or other information relating to such claim or and indicating the amount (which may be estimated in good faith) of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) is Losses that have been or may be obligated to provide indemnification, sustained by the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Indemnified Party Claim Notice”) of the Indemnifiable Claim); provided, that the failure to provide such notice so notify shall not relieve or otherwise affect the obligation Defending Party of the Indemnifying Party to provide indemnification its obligations hereunder, except to the extent that the Defending Party is actually prejudiced thereby. The Defending Party shall have the right to assume the control of the defense of any damages such third party claims, including, at its own expense, employment of counsel reasonably satisfactory to the Indemnified Party by delivering written notice to the other Party (the “Defending Party Notice”); provided, that if the Defending Party is the Seller, such Defending Party shall not have the right to defend or direct the defense of any such Indemnified Party Claim that (x) is asserted directly resulted by or were caused by on behalf of a Person that is a supplier or customer of any Acquired Company at the time such failureclaim is asserted, or (y) seeks an injunction or other equitable relief against the Indemnified Party. Notwithstanding the foregoing, and without the need for Seller to deliver a separate Defending Party Notice, the Parties hereby acknowledge and agree that Seller shall control the defense of any claims related to items 1, 3 and 5 set forth on Section 7.2 of the Disclosure Schedules. (b) The Indemnifying If the Defending Party shall have thirty (30) days after receipt of the Claim Notice exercised its right to undertake, conduct and assume such control, through counsel of the Indemnified Party may, in its own choosing, sole discretion and at its own expense, employ counsel to represent it (in addition to counsel employed by the settlement or defense thereofDefending Party) in any such matter, and in such event counsel selected by the Indemnified Defending Party shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit such counsel of the Indemnified Party to participate in such defense, compromise or settlement. (c) Notwithstanding any other provision of this Agreement, the Defending Party shall not enter into settlement of any Indemnified Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 7.5(c). If a firm offer is made to settle an Indemnified Party Claim and (i) such judgment, settlement or defense through counsel chosen compromise includes, as an unconditional term thereof, the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability with respect to such claim, (ii) such judgment, settlement or compromise would not require the admission by the Indemnified Party of any wrong doing on its part, and (iii) as a result of such judgment, settlement or compromise, no injunctive or other equitable relief would be imposed against the Indemnified Party, then the Defending Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Indemnified Party Claim and in such event, the maximum liability of the Defending Party as to such Indemnified Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Indemnified Party Claim, the Defending Party may settle the Indemnified Party Claim upon the terms set forth in such firm offer to settle such Indemnified Party Claim. (d) In the event that the Defending Party fails to give the Defending Party Notice within 30 days after receiving notice of the Indemnified Party Claim pursuant to Section 7.5(a), the Defending Party will be deemed to have elected not to conduct the defense of the subject third party claim, and in such event the Indemnified Party will have the right to conduct such defense and to compromise and settle such claim without the consent of the Indemnifying Defending Party. The Indemnified Party shall have the right to compromise and settle the third party claim only with the prior written consent of the Defending Party, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, the Indemnified Party shall not pay conditioned or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withhelddelayed. (ce) If the Indemnifying Party does not notify the The Indemnified Party within thirty (30) days after receipt of will cooperate with and make available to the Claim Notice that it elects to undertake Defending Party such assistance, documents and other materials as the defense of the Indemnifiable Claim described thereinDefending Party may reasonably request, and the Indemnified Party shall have the right at its expense to contest, settle, or compromise the Indemnifiable Claim participate in the exercise defense assisted by counsel of its reasonable discretion; provided, that own choosing. (f) Notwithstanding who is controlling the Indemnified Party shall notify the Indemnifying Party of any compromise defense or settlement of any third party claim, and without regard to who might be ultimately responsible for the liability related thereto, such Indemnifiable ClaimParty controlling the defense or settlement shall diligently and vigorously defend such claim (subject to such Party’s right to settle such Indemnified Party Claim in accordance with the terms of this Section 7.5).

Third Party Claims. (ai) If any party entitled to be indemnified pursuant to Section 7.1 Except as otherwise provided in clause (an “Indemnified Party”ii) receives notice of this subsection (b), in the assertion by any third party case of any claim asserted by a Person that is not a party to this Agreement or of the commencement an Affiliate Controlled by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and a party to this Agreement against an appeal from any of the foregoing Indemnified Party (any such claim or Action being referred to herein as an a “Indemnifiable Third-Party Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated to provide indemnification), the Indemnified Party shall promptly notify permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume and control the defense of such Third-Party Claim and any Proceedings resulting therefrom; provided that (x) counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party and (y) the Indemnified Party may participate in such defense at such Indemnified Party’s sole cost and expense (including the costs and expenses of counsel). Except with the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld or delayed, no Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any Third-Party Claim or related Proceedings, unless such judgment or settlement relates solely to monetary damages and provides for a full, unconditional and irrevocable release by such third party of the Indemnified Party and its Affiliates and, in the reasonable good faith judgment of the Indemnified Party, does not and would not reasonably be expected to adversely impact or impair the business or reputation of the Indemnified Party and its Affiliates. (ii) Notwithstanding clause (i) above, in the event that the Indemnified Parties shall in good faith determine that the Indemnified Parties may have available to them one or more defenses or counterclaims that are inconsistent with one or more of the defenses or counterclaims that may be available to the Indemnifying Party in writing respect of a Third-Party Claim or any Proceeding relating thereto, (A) the “Claim Notice”) of Indemnified Parties shall have the Indemnifiable Claim; providedright, that at the failure to provide such notice shall not relieve or otherwise affect the obligation sole cost of the Indemnifying Party to provide indemnification hereunder, except to (including the extent that any damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt costs and expenses of the Claim Notice to undertake, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and for the Indemnified Party shall cooperate with Parties (provided that the Indemnifying Party will not be required to pay for more than one counsel in any jurisdiction for all Indemnified Parties in connection therewith; provided, that (A) the Indemnifying with any such Third-Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheldClaim and related Proceedings)), provided that at all times to take over and assume control over the reasonable fees defense and expenses prosecution of such counsel shall not be borne by the Indemnifying Party, portion of such Third-Party Claim and related Proceedings related to such inconsistent defenses and counterclaims and (B) the Indemnifying Party shall not settle any Indemnifiable retain control over the defense and prosecution of the remaining aspects of such Third-Party Claim without and related Proceeding; provided that, in the case where the Indemnified Party’s consentParties have assumed control of the defense and prosecution of such portion of such Third-Party Claim and related Proceeding related to such inconsistent defenses and counterclaims, which consent shall not be unreasonably withheld. So long as neither the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, nor the Indemnified Party shall not pay or may settle such claim or Proceeding without the Indemnifying Party’s consentwritten consent of the other party, which such consent shall not to be unreasonably withheld. (c) If withheld or delayed. In the Indemnifying event that the Indemnified Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake assume the defense of the Indemnifiable Claim described thereinany matter as provided above in clause (A), the Indemnified Indemnifying Party shall have the right to contestcontrol the defense against any such Third-Party Claim or related Proceeding, settleprovided that (1) subject to the control of the prosecution and defense of such Third-Party Claim by the Indemnifying Party and its counsel, the Indemnified Parties and their counsel (which shall be reasonably satisfactory to the Indemnifying Party) shall be kept fully informed as to all material aspects of such Third-Party Claim and related Proceedings and shall have the right to participate in the prosecution and defense of such Third-Party Claim, (2) the Indemnifying Party and its counsel shall promptly provide to the Indemnified Parties and their counsel all material information related to such Third-Party Claim and related Proceedings (including copies of written information), (3) the Indemnified Parties and their counsel shall have their views regarding such Third-Party Claim considered in good faith by the Indemnifying Party and its counsel and (4) the Indemnified Parties and their counsel shall have the right to consent, such consent not be unreasonably withheld, to the settlement or compromise the Indemnifiable of such Third-Party Claim and related Proceedings. (iii) Subject to clause (ii) of this Section 7.10(b), in the exercise event that an Indemnified Party determines in good faith that any Third-Party Claim or any Proceeding related thereto has had or could reasonably be expected to materially adversely impact or impair the commercial interests or business reputation of its reasonable discretion; provided, that the Indemnified Party shall notify or its Affiliates, (1) counsel to be utilized by the Indemnifying Party in respect of such Third-Party Claim and related Proceeding shall be reasonably acceptable to the Indemnified Parties, (2) subject to the control of the prosecution and defense of such Third-Party Claim by the Indemnifying Party and its counsel, the Indemnified Parties and their counsel (which shall be reasonably satisfactory to the Indemnifying Party) shall be kept fully informed as to all material aspects of such Third-Party Claim and related Proceedings and shall have the right to participate fully in the prosecution and defense of such Third-Party Claim, (3) the Indemnifying Party and its counsel shall promptly provide to the Indemnified Parties and their counsel all material information related to such Third-Party Claim and related Proceedings (including copies of written information), (4) the Indemnified Parties and their counsel shall have their views regarding such Third-Party Claim considered in good faith by the Indemnifying Party and its counsel, and (5) the Indemnified Parties and their counsel shall have the right to consent, such consent not be unreasonably withheld, to the settlement or compromise of such Third-Party Claim and related Proceedings. (iv) In any event, MLIM Parent and BlackRock shall reasonably cooperate in the investigation, pre-trial activities, trial, compromise, settlement, discharge and defense of any compromise or settlement Third-Party Claim subject to this Article VII and the records and employees of any each shall be made reasonably available to the other with respect to such Indemnifiable Claimdefense.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion a claim by any a third party of is made against any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing (any such claim or Action being referred to herein as an “Indemnifiable Claim”) Indemnified Party with respect to which another party hereto (an “Indemnifying Party”) is or may be obligated the Indemnified Party intends to provide indemnificationseek indemnification hereunder for any Loss under this Article VIII, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by such failure. (b) claim. The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice right, but not the obligation, to undertake, conduct and control, through counsel of its own choosingchoosing reasonably acceptable to the Indemnified Party, and at any third party claim, action, suit or proceeding (a “Third-Party Claim”) provided that it gives notice within thirty (30) days of its expensereceipt of notice from the Indemnified Party, the settlement or defense thereof, and of its intent to do so. Failure to give notice shall give the Indemnified Party shall cooperate with the sole right to conduct and control such Third-Party Claim. If the Indemnifying Party elects to control a Third Party Claim in connection therewithaccordance with this Section 8.7, the Indemnifying Party may compromise or settle the same; provided, however, that the Indemnifying Party shall give the Indemnified Party advance notice of any proposed compromise or settlement and shall not enter into any such compromise or agreement that does not include a full release of the Indemnified Party from all liability in connection with the portion of that Third Party Claim that is indemnifiable hereunder, unless the Indemnified Party consents thereto in its sole discretion. (Ab) No Indemnified Party may compromise or settle any Third-Party Claim for which it is seeking indemnification hereunder without the written consent of the Indemnifying Party. The Indemnifying Party shall permit the Indemnified Party to participate in in, but not control, the defense of any such settlement action or defense suit through counsel chosen by the Indemnified Party (subject to the consent of the Indemnifying Party; provided, which consent shall not be unreasonably withheld)however, provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Indemnified Party, and (B) . If the Indemnifying Party shall elects not settle any Indemnifiable Claim without to control or conduct the Indemnified Party’s consentdefense or prosecution of a Third-Party Claim, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting nevertheless shall have the right to participate in the defense or prosecution of any Third-Party Claim and, at its own expense, to employ counsel of its own choosing for such Indemnifiable Claim in good faith, purpose. An Indemnifying Party will lose any previously acquired right to control the Indemnified Party shall not pay or settle such claim without defense of any Proceeding if for any reason the Indemnifying Party’s consentParty ceases to actively, which consent shall not be unreasonably withheldcompetently and diligently conduct the defense. (c) If The Parties shall cooperate in the defense or prosecution of any Third-Party Claim, with such cooperation to include (i) the retention and the provision of the Indemnifying Party does not notify records and information that are reasonably relevant to such Third-Party Claim, and (ii) the Indemnified Party within thirty (30) days after receipt making available of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify the Indemnifying Party employees on a mutually convenient basis for providing additional information and explanation of any compromise or settlement of any such Indemnifiable Claimmaterial provided hereunder.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 Promptly after receipt by a Sellers Indemnified Party or a Buyer Indemnified Party (an “Indemnified Party”) receives of notice of any matter or the assertion by any third party commencement of any claim or of the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, inquiry, hearing, inquiry, proceeding, complaint, charge proceeding or investigation by or before any court of competent jurisdiction, governmental entity or arbitrator and an appeal from any other regulatory or administrative agency or commission or arbitral panel (“Action”) by a third party in respect of which the foregoing Indemnified Party will seek indemnification hereunder (any such claim or Action being referred to herein as an a “Indemnifiable Third-Party Claim”) with respect ), the Indemnified Party shall notify each individual or entity that is obligated to which another party hereto provide such indemnification (an “Indemnifying Party”) is or may be obligated thereof in writing but any failure to provide indemnification, the Indemnified Party shall promptly so notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect it from any liability that it may have to the obligation of Indemnified Party other than to the extent the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused is actually prejudiced by such failure. (b) . The Indemnifying Party shall have thirty be entitled to participate in the defense of such Third-Party Claim and, provided that within fifteen (3015) days after receipt of such written notice the Indemnifying Party confirms in writing its responsibility therefore and demonstrates to the reasonable satisfaction of the Indemnified Party its financial capability to undertake the defense and provide indemnification with respect to such Third-Party Claim, to assume control of such defense with counsel reasonably satisfactory to such Indemnified Party; provided, however, that: (a) the Indemnified Party shall be entitled to participate in the defense of such Third-Party Claim Notice and to undertake, conduct and control, through employ counsel of at its own choosing, expense to assist in the handling of such matter or claim; (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into any settlement of such Third-Party Claim or ceasing to defend against such matter or claim (with such approval not to be unreasonably withheld); (c) no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a full and complete release from all liability in respect of such Third-Party Claim; and (d) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its expense, own expense in the settlement or defense thereofof), and the Indemnified Party shall cooperate be entitled to have sole control over, the defense or settlement of any Third-Party Claim to the extent the matter or claim seeks an order, injunction, non-monetary or other equitable relief against the Indemnified Party that, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party. (e) After written notice by the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit to the Indemnified Party of its election to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent assume control of the Indemnifying Partydefense of any such Third-Party Claim and proof of its financial responsibility as provided in this Section 7.3, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle be liable to such Indemnified Party hereunder for any Indemnifiable Claim without legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation and of liaison counsel for the Indemnified Party’s consent; provided, which consent shall not be unreasonably withheld. So long as however, that the Indemnifying Party is vigorously contesting any shall be liable for such Indemnifiable Claim in good faith, legal expenses if the Indemnified Party shall determines in good faith that the incurrence of the same is appropriate in light of defenses not pay or settle such claim without available to the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) conflicts of interest or other similar circumstances. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt assume control of the Claim Notice that it elects to undertake the defense of the Indemnifiable such Third-Party Claim described thereinas provided in this Section 7.3, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable defend such Third-Party Claim in such manner as it may deem appropriate at the exercise cost and expense of its reasonable discretion; providedthe Indemnifying Party, that and the Indemnifying Party will promptly reimburse the Indemnified Party therefore in accordance with this Section 7. The reimbursement of fees, costs and expenses required by this Section 7 shall notify be made by periodic payments during the Indemnifying Party course of any compromise the investigations or settlement of any such Indemnifiable Claimdefense, as and when bills are received or expenses incurred.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Section 7.1 Promptly after receipt by a Seller Indemnified Party or a Buyer Indemnified Party (an “Indemnified Party”) receives of notice of any matter or the assertion commencement of any Action by any a third party in respect of any claim or of which the commencement by any such third person of any actual or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation by or before any governmental entity or arbitrator and an appeal from any of the foregoing Indemnified Party will seek indemnification hereunder (any such claim or Action being referred to herein as an a “Indemnifiable Third-Party Claim”) with respect ), the Indemnified Party shall notify each Person that is obligated to which another party hereto provide such indemnification (an “Indemnifying Party”) is or may be obligated thereof in writing but any failure to provide indemnification, the Indemnified Party shall promptly so notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect it from any liability that it may have to the obligation of Indemnified Party other than to the extent the Indemnifying Party to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused is actually prejudiced by such failure. (b) . The Indemnifying Party shall have thirty be entitled to participate in the defense of such Third-Party Claim and, provided that within fifteen (3015) days after receipt of such written notice the Indemnifying Party confirms in writing its responsibility therefore and demonstrates to the reasonable satisfaction of the Indemnified Party its financial capability to undertake the defense and provide indemnification with respect to such Third-Party Claim, to assume control of such defense with counsel reasonably satisfactory to such Indemnified Party; provided, however, that: (a) the Indemnified Party shall be entitled to participate in the defense of such Third-Party Claim Notice and to undertake, conduct and control, through employ counsel of at its own choosing, expense to assist in the handling of such matter or claim; (b) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering into any settlement of such Third-Party Claim or ceasing to defend against such matter or claim (with such approval not to be unreasonably withheld); (c) no Indemnifying Party shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a full and complete release from all liability in respect of such Third-Party Claim; and (d) the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its expense, own expense in the settlement or defense thereofof), and the Indemnified Party shall cooperate be entitled to have sole control over, the defense or settlement of any Third-Party Claim to the extent the matter or claim seeks an order, injunction, non-monetary or other equitable relief against the Indemnified Party that, if successful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the Indemnified Party. After written notice by the Indemnifying Party in connection therewith; provided, that (A) the Indemnifying Party shall permit to the Indemnified Party of its election to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent assume control of the Indemnifying Partydefense of any such Third-Party Claim and proof of its financial responsibility as provided in this Section 8.3, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle be liable to such Indemnified Party hereunder for any Indemnifiable Claim without legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation and of liaison counsel for the Indemnified Party’s consent; provided, which consent shall not be unreasonably withheld. So long as however, that the Indemnifying Party is vigorously contesting any shall be liable for such Indemnifiable Claim in good faith, legal expenses if the Indemnified Party shall determines in good faith that the incurrence of the same is appropriate in light of defenses not pay or settle such claim without available to the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) conflicts of interest or other similar circumstances. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt assume control of the Claim Notice that it elects to undertake the defense of the Indemnifiable such Third-Party Claim described thereinas provided in this Section 8.3, the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable defend such Third-Party Claim in such manner as it may deem appropriate at the exercise cost and expense of its reasonable discretion; providedthe Indemnifying Party, that and the Indemnifying Party will promptly reimburse the Indemnified Party therefor in accordance with this Article VIII. The reimbursement of fees, costs and expenses required by this Article VIII shall notify be made by periodic payments during the Indemnifying Party course of any compromise the investigations or settlement of any such Indemnifiable Claimdefense, as and when bills are received or expenses incurred.