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 any A party entitled to be indemnified pursuant to Section 7.1 indemnification hereunder (an “Indemnified Party”) receives notice of shall notify promptly the assertion by any third indemnifying 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 in writing of the commencement of any action or proceeding with respect to which a claim for indemnification may be obligated made pursuant to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claimthis Agreement; provided, however, that the failure of any Indemnified Party to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunderof its obligations under this Agreement, except to the extent that any damages directly resulted or were caused by such failure. (b) The the Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertakeis actually materially prejudiced thereby. In case any claim, conduct and control, through counsel of its own choosing, and at its expense, the settlement action or defense thereof, proceeding is brought against an Indemnified Party and the Indemnified Party shall cooperate with notifies the Indemnifying Party in connection therewith; providedof the commencement thereof, that (A) the Indemnifying Party shall permit the Indemnified Party be entitled to participate in such settlement or therein and to assume the defense through counsel chosen by the Indemnified Party (subject thereof, to the consent of the Indemnifying Partyextent that it chooses, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of with counsel reasonably satisfactory to such counsel shall not be borne by the Indemnifying Indemnified Party, and (B) after notice from the Indemnifying Party to such Indemnified Party that it so chooses, the Indemnifying Party shall not settle be liable to such Indemnified Party for any Indemnifiable Claim without legal or other expenses subsequently incurred by such Indemnified Party in connection with the Indemnified Party’s consentdefense thereof other than reasonable costs of investigation; provided, which consent shall not be unreasonably withheld. So long as however, that (i) if the Indemnifying Party is vigorously contesting any fails to take reasonable steps necessary to defend diligently the action or proceeding within twenty (20) calendar days after receiving notice from such Indemnifiable Claim in good faith, Indemnified Party that the Indemnified Party believes it has failed to do so, or (ii) if such Indemnified Party who is a defendant in any claim or proceeding which is also brought against the Indemnifying Party reasonably shall have concluded that there may be one or more legal defenses available to such Indemnified Party which are not pay or settle such claim without available to the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. or (ciii) If if representation of both parties by the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt same counsel is otherwise inappropriate under applicable standards of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described thereinprofessional conduct, then, in any such case, the Indemnified Party shall have the right to contestassume or continue its own defense as set forth above (but with no more than one firm of counsel for all Indemnified Parties in each jurisdiction), settleand the Indemnifying Party shall be liable for any expenses therefor. (b) No Indemnifying Party shall, without the written consent of the Indemnified Party, effect the settlement or compromise of, or compromise consent to the Indemnifiable Claim entry of any judgment with respect to, any pending or threatened action or claim in the exercise respect of its reasonable discretion; provided, that which indemnification may be sought hereunder (whether or not the Indemnified Party shall notify is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnifying Indemnified Party from all liability arising out of such action or claim, (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any compromise Indemnified Party and (iii) does not include any injunctive or settlement other non-monetary relief to the detriment of any such Indemnifiable Claimthe Indemnified Party.

Third Party Claims. Promptly after the receipt by Seller or Buyer of notice of any claim, action, suit or proceeding by any person or entity who is not a party to this Agreement (acollectively, an “Action”) If any which is subject to indemnification hereunder, such party entitled to be indemnified pursuant to Section 7.1 (an the “Indemnified Party”) receives shall give written notice of such Action to the assertion by any third party of any claim or of from whom indemnification is claimed (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 ). The Indemnified Party’s 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 any such notice matter shall not relieve or otherwise affect the obligation of release the Indemnifying Party Party, in whole or in part, from its obligations to provide indemnification hereunderindemnify under this Section 5, except to the extent that any damages directly resulted or were caused by the Indemnified Party’s failure to so notify actually prejudices the Indemnifying Party’s ability to defend against such failure. (b) Action. The Indemnifying Indemnified Party shall have thirty (30) days after receipt be entitled, at the sole expense and liability of the Claim Notice Indemnifying Party, to undertakeexercise full control of the defense, conduct and controlcompromise or settlement of any such Action unless the Indemnifying Party, through counsel within a reasonable time after the giving of its own choosingsuch notice by the Indemnified Party, and at its expenseshall: (i) admit in writing to the Indemnified Party, the settlement Indemnifying Party’s liability to the Indemnified Party for all or a significant portion of such Action under the terms of this Section 5; (ii) notify the Indemnified Party in writing of the Indemnifying Party’s intention to assume the defense thereof, ; and (iii) retain legal counsel reasonably satisfactory to the Indemnified Party to conduct the defense of such Action. The Indemnified Party 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 expense of its reasonable discretion; providedthe Indemnified Party unless (A) the Indemnifying Party has agreed to pay such fees and expenses, that (B) any relief other than the payment of money damages is sought against the Indemnified Party or (C) 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, and in any such case the fees and expenses of such separate counsel shall be borne by the Indemnifying Party. No Indemnified Party shall settle or compromise or consent to entry of any judgment with respect to any such Action for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party. No Indemnifying Party shall, without the written consent of the Indemnified Party, settle or compromise or consent to entry of any judgment with respect to any such Action in which any relief is sought against any Indemnified Party or any Action unless such settlement, compromise or consent includes as an unconditional term thereof the giving by the claimant, petitioner or plaintiff, as applicable, to such Indemnified Party of any compromise or settlement of any a release from all liability with respect to such Indemnifiable ClaimAction.

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 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 “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. (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 In the case of any claim asserted by a third party against any Person 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 party of any claim Indemnified Party to the applicable Seller Parties or of Buyer, as 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 case may be (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 permit the Indemnifying Party (at the expense of the Indemnifying Party) to assume the defense of any claim or any litigation resulting therefrom; provided, however, that: (a) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party; (b) the Indemnified Party may participate in such defense at such Indemnified Party’s expense; and (c) the omission 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 the Indemnifying Party is actually prejudiced as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, the Indemnifying Party, in the defense of any such claim or litigation, shall not consent to entry of any judgment or order, interim or otherwise, 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 release from all liability with respect to such claim or litigation. In the event that 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 Indemnified Party’s tax liability or, if the Buyer is the Indemnified Party, the ability of the Buyer to conduct the business conducted by the Company, 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 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 respect of such counsel shall not be borne by the Indemnifying Party, and (B) the Indemnifying Party shall not settle claim or 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 thereinlitigation relating thereto, the Indemnified Party shall have the right at all times to contesttake over and assume control over the defense, settlesettlement, negotiations or compromise litigation relating to any such claim at the Indemnifiable Claim in sole cost of the exercise of its reasonable discretionIndemnifying Party; provided, however, that if the Indemnified Party does so take over and assume control, the Indemnified Party shall notify not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld, conditioned or delayed. In the event that the Indemnifying Party does not accept the defense of any compromise matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or settlement demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event, the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or litigation subject to this Article 8 and the records of each shall be available to the other with respect to such Indemnifiable Claimdefense. Notwithstanding the foregoing, the Indemnifying Party shall still provide indemnification to the Indemnified Party.

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 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. (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. 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) 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. (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. (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 any party entitled The Indemnifying Party under this Article 8 shall have the right, but not the obligation, exercisable by written notice to be indemnified pursuant the Indemnified Party within 30 days of receipt of a Third Party Claim Notice from the Indemnified Party with respect thereto, to Section 7.1 (an “assume conduct and control, at the expense of the Indemnifying Party and through counsel of its choosing that is reasonably acceptable to 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, suitsuit or proceeding (a “Third Party Claim”), arbitrationprovided, hearinghowever, inquiry, proceeding, complaint, charge that the Indemnifying Party shall not be entitled to assume or investigation by or before any governmental entity or arbitrator and an appeal from any maintain control of the foregoing (any defense of 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, Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party shall promptly notify that is reasonably acceptable to the Indemnifying Party if (i) such Third Party Claim relates to or arises in writing connection with any criminal Legal Proceeding, (ii) such Third Party Claim seeks an injunction or equitable relief against the “Claim Notice”Indemnified Party or any of its Affiliates, (iii) the Indemnified Party reasonably concludes, based on the advice of the Indemnifiable Claim; providedcounsel, that the failure to provide such notice shall not relieve or otherwise affect the obligation there is an irreconcilable conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of such defense, or (iv) after assuming control of such defense, the Indemnifying Party withdraws from such defense or fails to provide indemnification hereunder, except to the extent that any damages directly resulted or were caused by diligently pursue and maintain such failuredefense. (b) The If the Indemnifying Party is controlling the defense of a Third Party Claim, the Indemnifying Party may compromise or settle the same, provided that 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 give the Indemnified Party advance notice of any proposed compromise or settlement and shall cooperate with not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld), consent to or enter into any compromise or settlement that commits the 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 in connection therewith; provided, (which consent shall not be unreasonably withheld). No Indemnifying Party may consent to the entry of any judgment that does not relate solely to monetary damages arising from any such Third Party Claim without the prior written consent of the Indemnified Party (A) the which consent shall not be unreasonably withheld). 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, 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 (B) . If the Indemnifying Party shall elects not settle any Indemnifiable Claim without to control or conduct the Indemnified Party’s consentdefense 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 of any Third Party Claim and, at its own expense, to employ counsel of its own choosing for 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 withheldpurpose. (c) If The Parties hereto shall cooperate in the defense of any Third Party Claim, with such cooperation to include (i) the retention and the provision of the Indemnifying Party does not notify the Indemnified records and information that are reasonably relevant to such Third Party within thirty Claim, and (30ii) days after receipt of the Claim Notice that it elects reasonable access 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 Promptly after the receipt by any party entitled to be indemnified indemnification (the "Indemnified Party") pursuant to Section 7.1 (an “Indemnified Party”) receives this Article VI of 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 Article VI, 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 choosing, and at its expense, the settlement or defense thereof, and choice reasonably satisfactory to 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 Indemnifying Party conducts the defense of such counsel shall not be borne by the Indemnifying Party, claim actively and (B) diligently. If the Indemnifying Party shall not settle any Indemnifiable Claim without assumes the defense of such claim, the Indemnified Party’s consent, which consent shall Party agrees to reasonably cooperate in such defense so long as the Indemnified Party is not be unreasonably withheldmaterially prejudiced thereby. So long as the Indemnifying Party is vigorously contesting any conducting the defense of such Indemnifiable Claim in good faithclaim actively and diligently, the Indemnified Party shall not pay may retain separate co-counsel at its sole cost and expense and may participate in the defense of such claim, and neither any Indemnifying Party nor any Indemnified Party will consent to the entry of any judgment or settle enter into any settlement with respect to such claim without the Indemnifying Party’s consentprior written consent of the other, which consent shall will not be unreasonably withheld. (c) If . In the event the Indemnifying Party does not notify or ceases to conduct the defense of such claim actively and diligently, (x) the Indemnified Party within thirty may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, such claim in any manner it may reasonably deem to be appropriate, (30y) days after receipt of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described therein, Indemnifying Party will reimburse the Indemnified Party shall have promptly and periodically for the right to contestcosts of defending against such claim, settleincluding attorneys' fees and expenses, or compromise the Indemnifiable Claim in the exercise of its reasonable discretion; provided, that the Indemnified Party shall notify and (z) the Indemnifying Party will remain responsible for any Losses the Indemnitee may suffer as a result of such claim to the full extent provided in this Article VI. If the Company shall fail to diligently prosecute any compromise proceeding or settlement action to recover Tax Savings or any benefit related to the Executive Option Exercise or the Executive Bonuses, the stockholders shall be permitted to pursue the same for and on behalf of any such Indemnifiable Claimthe Company.

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. (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. (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 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 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 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. (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 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 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. (a) If In connection with any party entitled to be indemnified pursuant to Section 7.1 indemnification claim arising out of a claim or legal Proceeding (an a “Indemnified PartyThird Party Claim”) receives notice of the assertion by any third party Person, the Indemnifying Party will be entitled to control the defense 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 with counsel reasonably acceptable to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “the Indemnified Party at the Indemnifying Party”’s own cost and expense, including the cost and expense of reasonable attorneys’ fees and disbursements in connection with such defense, by providing written notice to the Indemnified Party no later than five business days following its receipt of the Claim Notice; provided, however, that the Indemnifying Party may not assume control of the defense of a suit or proceeding (a) is involving criminal liability, or may be obligated (b) to provide indemnificationthe extent such suit or proceeding seeks an injunction or equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes control of the defense, the Indemnified Party shall promptly notify may participate at its own expense. The party controlling such defense will keep the Indemnifying Party in writing (the “Claim Notice”) other party reasonably advised of the Indemnifiable Claim; providedstatus of such suit or proceeding and the defense thereof, that and will consider in good faith recommendations made by the failure to provide non-controlling party with respect thereto. The parties will otherwise cooperate in good faith in connection with 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 failuredefense. (b) The Indemnifying Party shall have thirty (30) days after receipt will be entitled to agree to a settlement of, or the stipulation of any Judgment arising from, any such Third Party Claim, with the consent of the Claim Notice to undertakeIndemnified Party, conduct and controlwhich consent will not be unreasonably withheld or delayed; provided, through counsel of its own choosinghowever, and at its expense, the settlement or defense thereof, and that no such consent will be required from the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that if (A) the Indemnifying Party shall permit the Indemnified Party pays or causes to participate in be paid all Losses arising out of such settlement or defense through counsel chosen Judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (subject to B) in the consent case of a settlement, the settlement is conditioned upon a complete release by the claimant 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 (BC) the Indemnifying Party shall such settlement or Judgment does not settle any Indemnifiable Claim without impose an injunction or other equitable relief upon the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as require the Indemnifying Party is vigorously contesting Encumbrance of any such Indemnifiable Claim in good faith, asset of the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheldimpose any restriction upon its conduct of business or otherwise materially adversely affect its business. (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 Indemnifying Party may assume the assertion by any third party defense of any claim or of the commencement Third Party Claim with counsel selected 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 and reasonably acceptable to the extent that any damages directly resulted or were caused Indemnified Person by such failure. (b) The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice providing 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 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 Person within thirty (30) days after receipt of receiving the applicable Claim Notice that it elects Notice. If the Indemnifying Party fails to undertake assume the defense of a Third Party Claim by providing such written notice, the Indemnifiable Claim described thereinIndemnifying Party shall be liable for the fees and expenses of one counsel selected by the Indemnified Person and reasonably acceptable to the Indemnifying Party, except that the Indemnifying Party shall retain the right to substitute counsel of its selection and reasonably acceptable to the Indemnified Person. If the Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnified Party Person shall have the right to contest, settle, or compromise the Indemnifiable Claim participate in the exercise of defense thereof and to employ counsel, at its reasonable discretion; providedown expense, separate from the counsel employed by the Indemnifying Party, it being agreed, subject to the following sentence, that the Indemnified Indemnifying Party shall notify control such defense, and the Indemnifying Party shall not be liable to the Indemnified Person for any legal or other expenses incurred by the Indemnified Person in connection with the defense thereof. Notwithstanding the preceding sentence, if the named parties (including any impleaded parties) to an Action in connection therewith include both an Indemnified Person and the Indemnifying Party (or any of its Affiliates) and the Indemnified Person reasonably concludes that there may be legal defenses available to it which are different from or additional to those available to the Indemnifying Party (or its Affiliates), the Indemnifying Party shall be liable for the fees and expenses of one separate counsel selected by the Indemnified Person to represent the Indemnified Person in connection therewith and, if the Indemnified Person notifies the Indemnifying Party thereof in writing, the Indemnifying Party shall not have the right to assume the defense thereof. If the Indemnifying Party elects to defend or prosecute a Third Party Claim, the Indemnified Person shall fully cooperate in the defense or prosecution thereof, and such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of any compromise or settlement records and information that are reasonably relevant to such Third Party Claim, and making the Indemnified Person’s Agents available on a mutually convenient basis to provide additional information and explanation of any such Indemnifiable materials. The Indemnifying Party shall not effect, without the prior written consent of the Indemnified Person, any settlement, compromise or discharge of a Third Party Claim unless the same (x) involves an unconditional release of the indemnified claim against the Indemnified Person in form reasonably satisfactory to the Indemnified Person, (y) does not include any statement or admission as to fault, culpability, or failure to act by or on behalf of any Indemnified Person and (z) is limited to the payment of monetary damages and/or to action solely undertaken by the Indemnifying Party. The Indemnifying Party shall not be liable for any settlement, compromise or discharge of a Third Party Claim effected without its prior written consent, but if settled, compromised or discharged with its written consent or if there is a final Order for the plaintiff in any such Third Party Claim, the Indemnifying Party shall indemnify the Indemnified Person in connection therewith.

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 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 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. (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. (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 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 (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) 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. (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 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 Promptly after receipt by a party entitled to be indemnified pursuant indemnification hereunder (the “Indemnitee”) of notice of any demand, claim or circumstance which, with the lapse of time, would or might give rise to Section 7.1 a claim or the commencement (or threatened commencement) of any action, proceeding or investigation (an “Indemnified PartyAsserted Liability”) receives that may result in Damages, the Indemnitee shall give notice of thereof (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 ClaimClaims Notice”) to the party or parties with respect an obligation to which another party hereto indemnify (an the “Indemnifying Party”). The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary and to the extent feasible) is of the Damages that have been or may be obligated suffered by the Indemnitee. The Indemnifying Party may elect to provide indemnificationdefend, at its own expense and by its own counsel, any Asserted Liability, unless the Indemnified Party shall promptly notify Indemnitee believes in good faith on the advice of counsel that (i) there are one or more legal or equitable defenses available to it that are different from or additional to those available to the Indemnifying Party, or (ii) such Asserted Liability could reasonably be expected to result in a grant of injunctive or equitable relief. If the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; providedelects to compromise or defend such Asserted Liability, that the failure to provide such notice it 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 within thirty (30) days after receipt (or sooner, if the nature of the Claim Notice to undertake, conduct and control, through counsel Asserted Liability so requires) notify the Indemnitee of its own choosing, and at its expense, the settlement or defense thereofintent to do so, and the Indemnified Party Indemnitee shall cooperate with cooperate, at 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 expense of the Indemnifying Party, which consent shall not be unreasonably withheld)in the compromise of, provided that or defense against, such Asserted Liability at the reasonable fees and expenses sole cost of such counsel shall not be borne by the Indemnifying Party, and (B) . If the Indemnifying Party shall elects not to compromise or defend the Asserted Liability, fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee may pay, compromise or defend such Asserted Liability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any Indemnifiable Claim without claim over the Indemnified Party’s consentobjection of the other, which provided, however, that consent to settlement or compromise shall not be unreasonably withheld. So long as The Indemnifying Party shall reimburse the Indemnitee promptly on demand for the costs and expenses of any defense presented or compromise entered into by such Indemnitee. In any event, the Indemnitee and the Indemnifying Party is vigorously contesting any may participate (but not control), at their own expense, in the defense 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) Asserted Liability. If the Indemnifying Party does not notify chooses to defend 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 thereinclaim, 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 any books, records or other documents within its control that are necessary or appropriate for such defense. Upon payment in full of any compromise Damages or the payment of any judgment or settlement with respect to any Asserted Liability, the Indemnifying Party shall be subrogated to the extent of such payment to the rights of the Indemnitee against any person with respect to the subject matter of such Indemnifiable Claim or Third Party Claim. The Indemnitee shall assign or otherwise cooperate with the Indemnifying Party, at the cost and expense of the Indemnifying Party, to pursue any claims against, or otherwise recover amounts from, any person liable or responsible for any Damages for which indemnification has been received pursuant to this Agreement.

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 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. (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 “Any 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 Person will have the right to contest, settleand defend the Indemnified Person against, or compromise a Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnifiable Indemnified Person so long as the Indemnifying Person notifies the Indemnified Person in writing within 15 days after the Indemnified Person has given a Claim Notice that, subject to the limits set forth in this Section 6, the Indemnifying Person will indemnify the Indemnified Person from and against the Damages the Indemnified Person may suffer with respect to the Third Party Claim. (b) So long as the Indemnifying Person is conducting the defense of the Third Party Claim in the exercise of its reasonable discretion; providedaccordance with Section 6.5(a), that (i) the Indemnified Person may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party shall notify Claim, (ii) the Indemnifying Party Indemnified Person will not consent to the entry of any Order or enter into any compromise or settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Person (not to be withheld, delayed or conditioned unreasonably), and (iii) the Indemnifying Person will not consent to the entry of any Order or enter into any compromise or settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Person (not to be withheld, delayed or conditioned unreasonably). (c) In the event the Indemnifying Person does not conduct the defense in accordance with Section 6.5(a), the Indemnified Person may defend against the Third Party Claim in any manner it reasonably may deem appropriate; provided, however, that (i) the Indemnifying Person may participate in such Indemnifiable Claimdefense at its own expense, and (ii) the Indemnified Person will not consent to the entry of any Order or enter into any compromise or settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Person (not to be withheld, delayed or conditioned unreasonably).

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. (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 to be indemnified pursuant to Section 7.1 (an “Each Indemnified Party”) receives notice Party shall promptly notify the Indemnifying Party 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 “the indemnification set forth in this Section relates. The Indemnifying Party”) is or may be obligated Party shall have the right, upon notice to provide indemnification, the Indemnified Party shall promptly notify within twenty (20) business days after the Indemnifying Party in writing (receipt of any such notice, to undertake the “Claim Notice”) defense of such claim with counsel reasonably acceptable to the Indemnified Party, or, with the consent of the Indemnifiable Claim; provided, that the failure to provide such notice Indemnified Party (which consent shall not relieve unreasonably be withheld), to settle or otherwise affect the obligation compromise such claim. The failure of the Indemnifying Party to provide indemnification hereunder, except give such notice and to undertake the extent that defense of or to settle or compromise such a claim shall constitute a waiver of the Indemnifying Party’s rights under this Section 7.4(a) and shall preclude the Indemnifying Party from disputing the manner in which the Indemnified Party may conduct the defense of such claim or the reasonableness of any damages directly resulted or were caused amount paid by the Indemnified Party in satisfaction of such failureclaim. (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 election by the Indemnifying Party, and (B) pursuant to Section 7.4(a), to undertake the Indemnifying Party defense of a third-party claim shall not settle any Indemnifiable Claim without preclude the Indemnified Party’s consentparty against which such claim has been made also from participating or continuing to participate in such defense, which consent shall not be unreasonably withheld. So 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 withheldparty bears its own legal fees and expenses for so doing. (c) If Except as expressly provided herein, the Indemnifying Party does not notify Seller shall have no rights, hereunder or otherwise, to indemnification or contribution from the Indemnified Party within thirty (30) days after receipt Companies with respect to any matter arising prior to the date of this Agreement, including, without limitation, any inaccuracy in or breach of any representation or warranty of the Claim Notice that it elects Companies made in or pursuant to undertake the defense this Agreement or any Transaction Document, or any breach or nonfulfillment of any covenant or obligation of the Indemnifiable Claim described thereinCompanies contained in this Agreement or any Transaction Document, and the Indemnified Party shall have Seller hereby irrevocably releases 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 Companies from any compromise or settlement of liability for any such Indemnifiable Claimclaim. (d) The indemnification obligations of the parties contained herein are not intended to waive or preclude any other claims, rights or remedies which may exist at law (whether statutory or otherwise) or in equity with respect to the matters covered by the indemnifications.

Third Party Claims. (a) If Promptly after the receipt by any party Party entitled to be indemnified pursuant to indemnification under this Section 7.1 5.7 (in such capacity, an “Indemnified Party”"Indemnitee") receives of notice of the assertion commencement of any action against such Indemnitee by any a third party of any (a "Third Party 5200-1-4424-1.0 6 Initials:- - Claimant"), such Indemnitee 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 to which another party hereto (an “Indemnifying Party”) thereto is or may be obligated made against any party required to provide indemnificationindemnification pursuant to this Section 5.7 (in such capacity, the Indemnified Party shall promptly notify the an "Indemnifying Party"), give such Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the written notice thereof. 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 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 choice reasonably satisfactory to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld)Indemnitee, provided that the reasonable fees and expenses Indemnifying Party conducts the defense of such counsel shall not be borne by the Indemnifying Party, claim actively and (B) diligently. If the Indemnifying Party shall assumes the defense of such claim, the Indemnitee agrees to reasonably cooperate in such defense so long as the Indemnitee is not settle any Indemnifiable Claim without the Indemnified Party’s consent, which consent shall not be unreasonably withheldmaterially prejudiced thereby. So long as the Indemnifying Party is vigorously contesting any conducting the defense of such Indemnifiable Claim claim as provided in good faiththe previous sentence, the Indemnified Indemnitee may retain separate co-counsel at its sole cost and expense and may participate in defense of such claim, and neither the Indemnifying Party shall not pay nor the Indemnitee will consent to the entry of any judgment or settle enter into any settlement with respect to such claim without the Indemnifying Party’s consentprior written consent of the other, which consent shall will not be unreasonably withheld. . If the Indemnitee reasonably determines that there may be a conflict between the positions of the Indemnifying Party and the Indemnitee in conducting the defense of any action pursuant to this Section 5.7, the counsel for the Indemnitee shall conduct the defense of such action (cat the expense of the Indemnifying Party) If to the extent reasonably determined by such counsel to be necessary to protect the interests of the Indemnitee and the Indemnifying Party shall employ separate counsel for its own defense. In the event the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects or ceases to undertake conduct the defense of such claim as so provided, (x) the Indemnifiable Claim described thereinIndemnitee may defend against, and consent to the Indemnified entry of any judgment or enter into any settlement with respect to, such claim in any manner it may reasonably deem to be appropriate, (y) the Indemnifying Party will reimburse the Indemnitee promptly and periodically for the costs of defending against such claim, including attorneys' fees and expenses, and (z) the Indemnifying Party will remain responsible for any Losses the Indemnitee may suffer as a result of such claim to the full extent provided in this Section 5.7. Distributor shall have take all such actions at the expense of Supplier as may be reasonably requested by Supplier in connection with such settlement or defense. If a preliminary or final judgment shall be obtained against Distributor's use of Products or any components thereof by reason of any alleged infringement, or if, in Supplier's opinion, a Product is likely to become subject to such a claim, Supplier may, at its sole option and expense: (i) modify the Product so that the Product becomes non-infringing, but still meets the performance specifications of such Product; (ii) procure for Distributor or its customers the right to contestcontinue to use the Product; or (iii) substitute for the allegedly infringing Product another product meeting the performance specifications for such Product, 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.at no additional cost to Distributor. 5200-1-4424-1.0 7 Initials:- -

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) 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. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty (30) 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”) 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 action being referred to herein as an as, a “Indemnifiable Third Party Claim”) with respect to which another party hereto (an “Indemnifying Party”) Party is or may be obligated to provide indemnification, the Indemnified Party shall promptly (and in no event later than thirty (30) days) notify the Indemnifying Party in writing (the “Third Party Claim Notice”) of the Indemnifiable Third Party Claim stating the nature and basis of such Third Party Claim, and the amount thereof to the extent known; provided, however, that no delay on the failure to provide such notice part of the Indemnified Party in notifying any Indemnifying Party shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunder, except from any liability or obligation hereunder unless (and then solely to the extent that any damages directly resulted or were caused extent) the Indemnifying Party thereby is prejudiced by such failuredelay. (b) The Indemnifying Party shall have thirty fifteen (3015) days after receipt of the Third Party Claim Notice to undertake, conduct and control, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Indemnified Party, and subject to Section 7.3, at its the Indemnifying Party’s sole expense, the settlement or defense thereof; provided, and however, that the Indemnifying Party shall not have the right to assume the defense of any Third Party Claim, if (i) the Third Party Claim seeks only an injunction or other equitable relief, (ii) the Indemnified Party shall have been advised by counsel in writing that there are one or more legal or equitable defenses available to them which are different from or in addition to those available to the Indemnifying Party, and, in the reasonable written opinion of the Indemnified Party, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party because such interests could be in conflict with those of the Indemnifying Party, or (iii) the Indemnifying Party shall not have assumed the defense of the Third Party Claim in a timely fashion. (c) If the Indemnifying Party shall assume the defense of a Third Party Claim as provided herein, 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 such the settlement or defense of such claim 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. The Indemnified Party shall not consent to the entry of any judgment, and (B) pay or settle such Third Party Claim without the prior written consent of the Indemnifying Party which consent will not be unreasonably withheld or delayed. If the Indemnifying Party exercises its right to assume the defense of a Third Party Claim, the Indemnifying Party shall not settle consent to the entry of any Indemnifiable Claim judgment, pay or make any settlement of any claims without the prior written consent of the Indemnified Party’s consent, which consent shall not be unreasonably withheldwithheld or delayed. So long as If a written offer is made to settle any Third Party Claim involving solely the payment of monetary relief to such third party, and the Indemnifying Party is vigorously contesting any proposes to accept such Indemnifiable Claim in good faithsettlement and the Indemnified Party refuses to consent to such settlement, then: (i) the Indemnifying Party shall be excused from, and the Indemnified Party shall not pay or settle be solely responsible for, all further defense of such claim without Third Party Claim; (ii) the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If maximum liability of the Indemnifying Party does not notify relating to such Third Party Claim shall be the amount of the proposed settlement plus any reasonable attorneys’ fees and legal costs and expenses incurred prior to the rejection of such settlement by the Indemnified Party within thirty (30) days after receipt that are the responsibility of the Claim Notice that it elects Indemnifying Party pursuant to undertake the defense of the Indemnifiable Claim described therein, terms hereof; and (iii) the Indemnified Party shall have the right to contest, settle, or compromise the Indemnifiable Claim in the exercise pay all attorneys’ fees and legal costs and expenses incurred after rejection of its reasonable discretion; provided, that such settlement by the Indemnified Party shall notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable ClaimParty.

Third Party Claims. If a claim by a third party is made against an indemnified Party hereunder, and if a Party intends to seek indemnity with respect thereto under this Chapter 8 (a) If any party entitled to be indemnified pursuant to Section 7.1 (an such Party being the “Indemnified Party”), the Indemnified Party or Parties shall promptly (and in any case within thirty (30) receives notice of days) notify the assertion by any third party of any claim other Party or of Parties (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) claim. The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice above-mentioned notice to undertake, conduct and control, through counsel of its own choosingchoosing (subject to the consent of the Indemnified Party, such consent not to be unreasonably withheld) and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party it in connection therewith; provided, that that: (Ai) the Indemnifying Party shall not thereby permit to exist any Lien upon any asset of the Indemnified Party, (ii) 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 (Biii) the Indemnifying Party shall not settle any Indemnifiable Claim without promptly reimburse the Indemnified Party’s consent, which consent shall not be unreasonably withheldParty for the full amount of any loss resulting from such claim and all related expenses incurred by the Indemnified Party within the limits of this Chapter 8. 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 within thirty (30) days after receipt of the Claim Notice Indemnified Party’s 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, settle or compromise the Indemnifiable Claim claim in the exercise of its reasonable discretion; provided, that exclusive discretion at the Indemnified Party shall notify expense of the Indemnifying Party of any compromise or settlement of any such Indemnifiable ClaimParty.

Third Party Claims. If a claim by a third party is made against an indemnified Party hereunder, and if a Party intends to seek indemnity with respect thereto under this Chapter 8 (a) If any party entitled to be indemnified pursuant to Section 7.1 (an such Party being the “Indemnified Party”), the Indemnified Party or Parties shall promptly (and in any case within thirty (30) receives notice of days) notify the assertion by any third party of any claim other Party or of Parties (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) claim. The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice above-mentioned notice to undertake, conduct and control, through counsel of its own choosingchoosing (subject to the consent of the Indemnified Party, such consent not to be unreasonably withheld) and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party it in connection therewith; provided, that that: (Ai) the Indemnifying Party shall not thereby permit to exist any Lien upon any asset of the Indemnified Party, (ii) 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 (Biii) the Indemnifying Party shall not settle any Indemnifiable Claim without promptly reimburse the Indemnified Party’s consent, which consent shall not be unreasonably withheldParty for the full amount of any loss resulting from such claim and all related expenses incurred by the Indemnified Party within the limits of this Chapter 8. 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 within thirty (30) days after receipt of the Claim Notice Indemnified Party's 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, settle or compromise the Indemnifiable Claim claim in the exercise of its reasonable discretion; provided, that exclusive discretion 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 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 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 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 of any compromise or settlement of any such Indemnifiable Claim. (d) Anything contained in this Section 10.03 to the contrary notwithstanding, the Shareholder 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 Buyer or the Company which Buyer 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 Buyer or the Company; 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 a Proceeding by a Person who is not a Party, a Group Company or an Affiliate of a Party or a Group Company (other than a Tax Claim, the conduct of which shall be governed by Section 6.10) (a “Third Party Claim”) is made, commenced or threatened in writing against any party Person entitled to be indemnified indemnification 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 ), 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 9, the such Indemnified Party shall promptly notify give a Notice of Claim to the Indemnifying Party in writing obligated to indemnify such Indemnified Party (such notified Party, the “Claim NoticeResponsible Party”) of the Indemnifiable Claim); 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 or were caused by such failure. (b) the Responsible Party is prejudiced thereby. The Indemnifying Indemnified Party shall have thirty (30) days after receipt of the Claim Notice to undertake, conduct and control, through counsel at the expense of its own choosing, and at its expensethe Indemnified Party, the settlement or defense thereof, and the Indemnified Responsible Party shall cooperate with the Indemnifying Indemnified Party in connection therewiththerewith (it being acknowledged and agreed that the Indemnified Party shall have the exclusive right to settle and defend such Proceeding); provided, that (A) the Indemnifying Indemnified Party shall permit the Indemnified Responsible Party to participate in such settlement or defense through counsel chosen by the Indemnified such Responsible 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 Responsible 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, further, that the Indemnified Party shall notify not, except with the Indemnifying consent of the Responsible Party (which shall not be unreasonably withheld, conditioned or delayed), enter into any settlement that does not include as a term thereof the giving by the Person(s) asserting such claim to all Indemnified Parties of a release from all liability with respect to such claim or consent to entry of any compromise judgment. (b) Each Party shall, and Buyer shall cause the Group Companies to, reasonably cooperate in the defense or settlement prosecution of any Third Party Claim in respect of which indemnity may be sought hereunder and each of Buyer and Seller (or a duly authorized representative of such Indemnifiable ClaimParty) shall (and Buyer shall cause the Group Companies to) furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to Each Indemnified Party under this Section 7.1 (an “Indemnified Party”) receives 11 shall, promptly after the receipt of notice of the assertion commencement of any Claim by any a third party against such Indemnified Party in respect of any claim or which indemnity may be sought from an Indemnifying Party under this Section 11, promptly notify the appropriate Indemnifying Party in writing of the commencement thereof (which shall also constitute the notice required by any such third person Section 11.3) (a “Claim Notice”). The failure 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 to notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide such notice accordance with this Section 11.4 shall not relieve or otherwise affect the obligation of the Indemnifying Party from any liability which it may have to provide indemnification hereundersuch Indemnified Party under this Section 11 unless, except and only to the extent that that, such failure to notify results in such Indemnifying Party’s loss of substantive or practical rights or defenses. If a third party Claim is brought against any damages directly resulted or were caused by such failure. (b) The Indemnified Party, the Indemnifying Party shall have thirty (30) be entitled, upon written notice to the Indemnified Party within 30 business days after the receipt of the Claim Notice Notice, to undertake, conduct and control, through counsel of assume the defense at its own choosingexpense with counsel approved by such Indemnified Party (which approval shall not be unreasonably withheld, conditioned or delayed, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party not be withheld if such counsel is counsel identified in connection therewithSection 13.2 hereof); provided, that (A) however, the election by such Indemnifying Party to assume such defense shall permit not preclude the Indemnified Party party against which such claim has been made also from participating or continuing to participate in such settlement defense, so long as such party bears its own legal fees and expenses for so doing. Notwithstanding the foregoing, in any Claim in which both an Indemnifying Party, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably likely to become, a party, such Indemnified Party shall have the right, at Indemnifying Party’s expense, to employ separate counsel and to control its own defense through of such Claim if, in the reasonable opinion of counsel chosen to such Indemnified Party, either (x) one or more defenses are available to the Indemnified Party that are not available to the Indemnifying Party or (y) a conflict or potential conflict exists between the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that the Indemnifying Party (i) shall not be liable for the fees and expenses of more than one counsel to all Indemnified Parties and (ii) shall reimburse the Indemnified Parties for all of such fees and expenses of such counsel incurred in any action, between the Indemnifying Party and the Indemnified Parties or between the Indemnified Parties and any third-party, as such expenses are incurred; provided further, that, in the case of a Buyer Indemnified Party, such expenses shall be deducted by Buyer from the Holdback Amount, which, except as otherwise provided in Section 11.5, shall be the sole recourse of the Buyer Indemnified Parties for the recovery of such expenses. Each Indemnifying Party agrees that it will 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, conditioned or delayed), 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, compromise or consent to the entry of any judgment in any pending or threatened Claim relating to the matters contemplated hereby unless such settlement, compromise the Indemnifiable Claim in the exercise or consent includes an unconditional release of its reasonable discretion; provided, that the each Indemnified Party shall notify the Indemnifying Party from all liability arising or that may arise out 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 or 10.3 (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 legal action (any such claim or Action legal 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, 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 withheldand then solely to the extent set forth in such consent. 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, 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, an indemnifying Party 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 Indemnified Party which the Indemnified Party reasonably determines, upon advise of counsel, cannot be separated from any related claim for money damages and which, if successful, would adversely affect the business, properties or prospects of such Indemnified Party.

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 any claim event SportsLine 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 Shareholders become aware of a third-party claim or Action being referred to herein as an “Indemnifiable Claim”) with respect to which another party hereto (an “Indemnifying Party”) is or it believes may be obligated to provide result in a claim for indemnification, the Indemnified Party such party shall then promptly notify the Indemnifying Party indemnifying party of such claim, and the indemnifying party (acting through the Shareholders' Agent in writing (the “Claim Notice”) case of the Indemnifiable ClaimShareholders) shall notify the other party of such claim, and the indemnifying party shall have the right to assume control of the defense of, settle, or otherwise dispose of such third-party action on such terms as they deem appropriate; provided, that however, that: (i) the failure respective Shareholder or the Indemnified Person, as applicable, shall be entitled, at its own expense, to provide participate in the defense of such notice third-party action; (ii) SportsLine or the indemnifying Shareholder(s), as applicable, shall obtain the prior written approval of the other party, not to be unreasonably withheld, before entering into or making any settlement, compromise, admission, or acknowledgment of the validity of such third-party action or any liability in respect thereof if, pursuant to or as a result of such settlement, compromise, admission, or acknowledgment, injunctive or other equitable relief would be imposed against any Indemnified Person or the indemnifying Shareholder(s), as applicable; (iii) SportsLine or the indemnifying Shareholder(s), as applicable, shall not relieve consent to the entry of any judgment or otherwise affect enter into any settlement that does not include as an unconditional term thereof the obligation giving by each claimant or plaintiff to each Indemnified Person or each indemnified Shareholder(s), as applicable, of a release from all liability in respect of such third-party action; and (iv) SportsLine or the Indemnifying Party indemnifying Shareholder(s), as applicable, shall not be entitled to provide indemnification hereundercontrol (but shall be entitled to participate at its own expense in the defense of), except and the respective indemnified party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any third-party action (vv) as to which the indemnifying party fails to assume the defense within a reasonable length of time or (vivi) to the extent the third-party action seeks an Order against an indemnified party which, if successful, could provide for injunctive or other equitable judgments against such indemnified party; provided, however, that no indemnified person shall make a settlement, compromise, admission, or acknowledgment which would give rise to liability on the part of any damages directly resulted or were caused by indemnifying party without the prior written consent of such failureindemnifying party, not to be unreasonable withheld. (b) The Indemnifying Party SportsLine or the indemnifying Shareholder(s), as applicable, shall have thirty (30) days after make payments of all amounts required to be made pursuant to the foregoing provisions of this Section to or for the account of the indemnified party from time to time promptly upon receipt of the Claim Notice to undertake, conduct bills or invoices relating thereto or when otherwise due 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)payable, provided that the reasonable fees and expenses indemnified party has agreed in writing to reimburse the indemnifying party for the full amount of payments if such counsel shall indemnified party is ultimately determined not to 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 withheldentitled to indemnification. (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 parties hereto shall extend reasonable cooperation in connection with the defense of any third-party action pursuant to this Article and, in connection therewith, shall furnish such records, information, and testimony and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requested. (d) In the Indemnifiable Claim described thereinevent that the Shareholders have consented to any settlement, the Indemnified Party Shareholders shall not have the right to contestobject to the amount of any claim by SportsLine against the Escrow Fund for indemnity with respect to such settlement, unless such claim is in an amount in excess of any amount consented to by the Shareholders. (e) If at any time subsequent to the receipt by an indemnified party of an indemnity payment hereunder, such indemnified party (or an Affiliate thereof) receives any recovery, settlement or other similar payment with respect to the Damages for which it received such indemnity payment (the "Recovery"), such indemnified party shall promptly pay to the indemnifying party (or its Affiliates) in connection with such Recovery, but in no event shall any such payment exceed the amount of such indemnity payment and the indemnifying party shall not be entitled to receive any amount paid to the Indemnified Person as payment for the Basket Amount or losses above the Cap. (f) The rights and remedies of SportsLine and the Shareholders under this Section 12.2 are exclusive and in lieu of any and all other rights and remedies which SportsLine or the Shareholders, as the case may be, may have against the other under this Agreement or otherwise, (i) with respect to (x) the inaccuracy of any representation, warranty, certification or other statement made (or deemed made) by SportsLine or DWWC and the Principal Shareholders in or pursuant to this Agreement or the Disclosure Letter or (y) any breach of or failure to perform or comply with, any covenant or agreement set forth in this Agreement or (ii) otherwise with respect to the transaction contemplated by this Agreement. All claims for indemnification must be asserted, if at all, in good faith and in accordance with the provisions of this Section 12.2. (g) Notwithstanding the foregoing, with respect to any third-party claim for Tax, the Shareholders shall have the sole right to control the defense of, settle, or compromise the Indemnifiable Claim in the exercise otherwise dispose of its reasonable discretionsuch third-party action on such terms as they deem appropriate; provided, however, that if such claim involves Taxes the determination of which could reasonably be expected to affect the Indemnified Party Persons' liability for non-indemnified Taxes, the Indemnified Persons shall notify be entitled, at their expense, to participate in the Indemnifying Party defense of any compromise or settlement of any such Indemnifiable Claimthird-party action.

Third Party Claims. (a) If any party entitled to be indemnified pursuant to 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 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, 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 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 entitled to be indemnified pursuant to Section 7.1 A Person (an the “Indemnified Party”) receives notice of the assertion seeking any indemnification provided for under this Article 9 in respect of, arising out of, or involving a claim made by any third party of any claim or of Person against 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 (any such claim or Action being referred to herein as an a “Indemnifiable Third Party Claim”) with respect shall notify the Person obligated to which another party hereto provide indemnification under this Article 9 (an the “Indemnifying Party”) is or may be obligated in writing of such Third Party Claim promptly (but no later than thirty (30) calendar days after receiving notice of the Third Party Claim) following receipt by such Indemnified Party of written notice of such Third Party Claim; provided, however, that failure to provide indemnificationgive such notification shall not affect the indemnification provided under this Agreement except to the extent the Indemnifying Party shall have actually been materially prejudiced as a result of such failure and then only to the extent of such prejudice. Thereafter, the Indemnified Party shall promptly notify deliver to the Indemnifying Party, following the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party in writing (the “Claim Notice”) of the Indemnifiable relating to such Third Party 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 If a Third Party shall have thirty (30) days after receipt of the Claim Notice to undertakeis made against an Indemnified Party, 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 be entitled to assume the defense thereof by written notice to the Indemnified Party within twenty (20) Business Days after the Indemnifying Party’s receipt of the notice of such Third Party Claim contemplated by Section 9.7(a)(i) with counsel selected by the Indemnifying Party that is reasonably acceptable to participate in such settlement or defense through counsel chosen by the Indemnified Party (subject to the consent acceptance of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed); provided, provided further, that notwithstanding the reasonable fees and expenses of such counsel shall not be borne by the Indemnifying Partyforegoing, and (B) the Indemnifying Party shall not settle be entitled to assume control of such defense, compromise or settlement of any Indemnifiable such Third Party Claim without and, instead, shall pay the reasonable legal fees, costs, and Expenses of counsel retained by the Indemnified Party if (A) the claim for indemnification relates to or arises in connection with any criminal or other proceeding, action, indictment, allegation, or investigation by a Governmental Entity, (B) the claim seeks an injunction or equitable relief against the Indemnified Party, (C) the Indemnifying Party failed or is failing to reasonably prosecute or defend such claim and such claim, together with all other then outstanding and unresolved claims, could reasonably be expected to give rise to Damages that are more than the remaining amount indemnifiable by such Indemnifying Party with respect to such claims pursuant to this Article 9, (D) in the Indemnified Party’s consentreasonable judgment based upon a written opinion from such Indemnified Party’s counsel, a conflict of interest between the Indemnified Party and the Indemnifying Party exists with respect to the claim, (E) the claim is by a customer, supplier or licensor, the loss of the commercial relationship with whom would be material to the Indemnified Party or the Programs, or (F) the Third Party Claim seeks monetary damages and the sum of the amount of the monetary damages would reasonably be expected to be greater than the maximum amount from which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, required to indemnify the Indemnified Party shall not pay or settle such claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheldpursuant to this Article 9. (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 assumes the defense of the Indemnifiable Claim described thereina Third Party Claim, the Indemnified Party shall have the right 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, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees, costs, and Expenses of its reasonable discretion; providedcounsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof, including in respect of a Third Party Claim, the defense of which the Indemnifying Party was not entitled to assume or continue in accordance with the second proviso of the first sentence of Section 9.7(a)(ii). If the Indemnifying Party assumes the defense of a Third Party Claim, all the Indemnified Parties shall reasonably cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third Party Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder, and the Indemnified Party shall notify keep the Indemnifying Party reasonably informed regarding the status of any such Third Party Claim. No Party shall admit any liability with respect to, or settle, compromise, or discharge any Third Party Claim without the other applicable Parties’ prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnified Party shall not agree to any settlement, compromise, or discharge of a Third Party Claim without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld; provided that the Indemnifying Party shall be deemed to consent to any such compromise or settlement if it does not respond to notice of any such Indemnifiable proposed compromise or settlement within thirty (30) Business Days. (iv) The indemnification with respect to an Indemnifying Party’s obligation to pay legal fees and other costs and Expenses of defense of a Third Party Claim required by this Article 9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense of such Third Party Claim, as and when bills are received. (v) All claims under this Article 9 other than Third Party Claims shall be governed by Section 9.7(b).

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 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) 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 Indemnified Party shall not settle any Indemnifiable Claim without the Indemnified Indemnifying Party’s 's consent, which consent shall not be unreasonably withheld. So long as the 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 Indemnified 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 provide at least five business days prior notice to 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 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 11.3(a)), and the Indemnified Party shall cooperate with permit the Indemnifying Party in connection therewith(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 (Ai) if the counsel for the Indemnifying Party who shall permit conduct the Indemnified Party defense of such claim or litigation, is not Whit▇▇▇, ▇▇eed, Abbo▇▇ & ▇org▇▇ ▇▇▇ on behalf of Purchaser, or Calf▇▇, ▇▇lter & Gris▇▇▇▇ ▇▇▇ on behalf of Seller or Parent, then such counsel shall be subject to participate in such settlement or defense through counsel chosen by the approval of the Indemnified Party (which approval shall not be unreasonably withheld or delayed), (ii) 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 (iii) 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 Indemnifying Party, Indemnified Party (which consent shall not be unreasonably withheldwithheld or delayed), provided that the reasonable fees and expenses of such counsel shall not be borne by the no Indemnifying Party, and (B) in the Indemnifying Party defense of any such claim or litigation, shall not settle consent to entry of any Indemnifiable Claim without judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party’s consent, which consent shall Party or that does not be unreasonably withheldinclude 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. So long as the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, If 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, good faith determine that the Indemnified Party shall notify the Indemnifying Party of any compromise has available to it one or settlement of any such Indemnifiable Claim.more fundamental defenses or counterclaims that are inconsistent

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 suit or investigation by proceeding (an 34 "Action") shall be instituted 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 asserted against a party hereto (an “"Indemnified Party") in respect of which either the Sellers, on the one hand, or WSMP, on the other hand (the "Indemnifying Party”) is or may be obligated to provide indemnification"), shall have an obligation of indemnification hereunder, then the Indemnified Party shall promptly notify may, prior to the expiration date of such obligation of indemnification, give prompt written notice of such Action to the Indemnifying Party in writing (the “Claim Notice”) by an Indemnification Claim. Upon receipt of the Indemnifiable such Indemnification Claim; provided, that the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party shall be entitled at its expense to provide indemnification hereunderdefend such Action by counsel of its own choosing, except either in the Indemnifying Party's name, or in the Indemnified Party's name, and the Indemnified Party agrees to cooperate with such counsel. If the extent that any damages directly resulted or were caused by such failure. (b) The Indemnifying Party shall have not, within thirty (30) days after receipt the date of the Claim Notice Indemnification Claim, serve a return notice indicating or stating that the Indemnifying Party shall take over the defense of such Action as hereinabove provided, such failure to undertakegive notice within the time specified shall be deemed an election by the Indemnifying Party not to take over the defense of such Action. The Indemnified Party shall be entitled at any time to participate, conduct at its own expense, in any and control, through all aspects of such Action (regardless of the parties named therein) with counsel of its own choosing, and at its expensethe Indemnifying Party agrees to cooperate with such counsel. The Indemnifying Party shall keep the Indemnified Party reasonably apprised of the course of any negotiations or proceedings with respect to such Action and, without regard to the Indemnified Party's participation therein, will notify the Indemnified Party prior to the submission to the claiming party of any proposed settlement or compromise of such Action. (b) If the Indemnifying Party elects or is deemed to have elected not to take over the defense thereofof such Action, and the Indemnified Party shall cooperate with have the Indemnifying Party in connection therewith; providedright to defend, that (A) the Indemnifying Party shall permit compromise and settle such Action on such terms as the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party (its discretion may determine, subject to the prior consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided and the Indemnifying Party as the case may be shall continue to be bound to indemnify the Indemnified Party in accordance with the terms of this Article IX. Notwithstanding the foregoing, to the extent that the reasonable fees and expenses Action involves or could result in claims against, or potential liability of, the Indemnifying Party the extent or nature of such counsel shall which were not be borne known by the Indemnifying Party, and (B) Party as of the Indemnifying Party shall date it elects or is deemed to have elected not settle any Indemnifiable Claim without to take over the Indemnified Party’s consent, which consent shall not be unreasonably withheld. So long as the Indemnifying Party is vigorously contesting any defense of such Indemnifiable Claim in good faithAction, 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 promptly notify the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claimand the procedure described in Section 9.3(a) above shall once again apply to the Action.

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 sought, and the Indemnified Party shall, so long as the Indemnifying Party has acknowledged in writing it liability for indemnification hereunder, permit the Indemnifying Party (at the expense of such Indemnifying Party) to provide assume control over 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. Notwithstanding the foregoing, if both the Indemnifying Party and the Indemnified Party are parties to an action (or to separate actions covering substantially the same claims and subject matter where a determination in one action would have a res judicata effect in the other action or to an action and a related claim for indemnification) and the Indemnified Party shall in good faith determine that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall promptly notify 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 in writing (the “Claim Notice”) of the Indemnifiable ClaimParty; provided, however, that (i) if the failure to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Indemnified 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 does so take over and assume control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with not settle such claim or litigation 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 written consent of the Indemnifying Party, which such consent shall not to be unreasonably withheld)withheld or delayed, 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 at all times have the right to participate in the defense of such claim or action and (iii) if the nature of the claim or any Indemnifiable Claim without litigation related thereto is of a type as to which liability has been allocated hereunder between the Indemnifying Party and the Indemnified Party based on whether such claim is based on pre-Closing or post-Closing conduct or in any other specified manner, then the Indemnified Party’s consent, which consent right to take over and assume control of the defense of such claim or litigation shall not be unreasonably withheld. So long as relate only to the Indemnifying Party is vigorously contesting any such Indemnifiable Claim in good faith, portion of the liability therefore that has been so allocated to 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 8 and the records of any each shall be reasonably available to the other with respect to such Indemnifiable Claimdefense.

Third Party Claims. (ai) If any party entitled to be indemnified pursuant Subject 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 indemnification9.03(b)(ii), the Indemnified Party shall promptly notify have the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure right 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 choosingchoosing (but reasonably acceptable to the Indemnifying Party), the defense, compromise or settlement of any third Person claim, action or suit (each, a “Third Party Claim”) against any Indemnified Party as to which indemnification will be sought by any Indemnified Party hereunder, and at its expensein any such case the parties hereto shall cooperate in connection therewith and shall furnish such records, the settlement or defense thereofinformation and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by 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 may participate, through counsel chosen by it and at its own expense, in the defense of any such claim, action or suit (including, without limitation, any audit or administrative or judicial proceeding related to Taxes) as to which the Indemnified Party has so elected to conduct and control the defense thereof; and (subject to B) the Indemnified Party shall not, without the written consent of the Indemnifying Party, Party (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 such claim, action or suit (including, without limitation, any audit, assessment, or adjustment related to Taxes). 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 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 thereinforegoing, the Indemnified Party shall have the right to contestpay, settle, settle or compromise any such claim, action or suit without such consent, provided that in such event the Indemnifiable Indemnified Party shall waive any right to indemnity therefor hereunder. (ii) If any Third Party Claim, action or suit against any Indemnified Party is solely for money damages or will have no material adverse effect on the reputation of Parent or the Surviving Corporation and does not involve a claim by a material Governmental Authority customer of the Company or any of the Subsidiaries, then the Stockholders’ Representative, on behalf of the Security Holders hereunder, (and provided (i) that the Stockholder’s Representative acknowledges obligation of the Security Holders to provide indemnity for such Claim in hereunder and (ii) such Third Party Claim does not (and is not reasonably expected to) exceed the exercise Holdback Amount); shall have the right to conduct and control, through counsel of its reasonable discretionchoosing, the defense of any such Third Party Claim; providedprovided further that (A) the Stockholders’ Representative shall not pay, settle or compromise any such claim, action or suit without the consent of the Indemnified Party (which written consent shall not be unreasonably withheld). The Indemnified Party shall cooperate in connection therewith (at the Security Holders’ expense) and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Stockholders’ Representative in connection therewith; provided that the Indemnified Party shall notify may participate, through counsel chosen by it and at its own expense, in the Indemnifying Party of any compromise or settlement defense of any such Indemnifiable Claimclaim, action or suit as to which the Stockholders’ Representative, on behalf of the Security Holders hereunder, has so elected to conduct and control the defense thereof. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay, settle or compromise any such claim, action or suit, provided that in such event the Indemnified Party shall waive any right to indemnity therefor hereunder unless the Indemnified Party shall have sought the consent of the Stockholders’ Representative 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 In connection with any party entitled claim which may give 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 of the commencement Proceedings 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, a Person other than the Indemnified Party shall promptly notify Parties, the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; providedmay, that the failure upon written notice 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 of receipt of the Claim Notice that it elects to undertake notice under Section 9.3(a), assume the defense of any such Proceeding (at the Indemnifiable Claim described therein, sole expense of the Indemnifying Party) if and only if (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Proceeding, (b) the Proceeding does not seek to impose any liability on the Indemnified Party other than for monetary damages and (c) where a Buyer Indemnified Party is the Indemnified Party, the Proceeding does not relate to a Buyer Indemnified Party’s relationship with its customers or employees. If the Indemnifying Party is entitled to assume, and assumes, the defense of any such Proceeding, the Indemnifying Party shall select counsel reasonably acceptable to the Indemnified Party to conduct the defense of such Proceedings and shall take all steps reasonably necessary in the defense or settlement thereof. The Indemnifying Party shall not consent to a settlement of, or the entry of any judgment arising from, any such claim or Proceeding, the defense of which has been assumed by the Indemnifying Party, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnified Party shall be entitled to participate in (but not control) the defense of any such Proceeding, with its own counsel and at its own expense. If the Indemnifying Party is not entitled to assume, or does not assume within thirty (30) days after the date such claim is made, the defense of any such claim or Proceeding: (i) the Indemnified Party shall be entitled to defend against such claim or Proceeding and shall have the right to contest, settleundertake all steps in the defense or settlement thereof; provided that the Indemnified Parties shall not consent to a settlement of, or compromise the Indemnifiable Claim entry of any judgment arising from, any such claim or Proceeding, without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed), and (ii) the Indemnifying Party shall be entitled to participate in (but not control) the exercise defense of such action, with its reasonable discretion; providedcounsel 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 shall notify the Indemnifying Party of any compromise did not defend or settlement of any settle such Indemnifiable Claimthird party claim in a reasonably prudent manner.

Third Party Claims. If a claim by a third party is made against an indemnified Party hereunder, and if a Party intends to seek indemnity with respect thereto under this Chapter 8 (a) If any party entitled to be indemnified pursuant to Section 7.1 (an such Party being the “Indemnified Party”), the Indemnified Party or Parties shall promptly (and in any case within thirty (30) receives notice of days) notify the assertion by any third party of any claim other Party or of Parties (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) claim. The Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice above-mentioned notice to undertake, conduct and control, through counsel of its own choosingchoosing (subject to the consent of the Indemnified Party, such consent not to be unreasonably withheld) and at its expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party it in connection therewith; provided, that that: (Ai) the Indemnifying Party shall not thereby permit to exist any Lien upon any asset of the Indemnified Party, (ii) 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 (Biii) the Indemnifying Party shall not settle any Indemnifiable Claim without promptly reimburse the Indemnified Party’s consent, which consent shall not be unreasonably withheldParty for the full amount of any loss resulting from such claim and all related expenses incurred by the Indemnified Party within the limits of this Chapter 8. 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 within thirty (30) days after receipt of the Claim Notice Indemnified Party’s 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, settle or compromise the Indemnifiable Claim claim in the exercise of its reasonable discretion; provided, that exclusive discretion at the Indemnified Party shall notify expense of the Indemnifying Party of any compromise or settlement of any such Indemnifiable Claim.Party. CHAPTER 9

Third Party Claims. (ai) If With respect to any General Claim in connection with a claim made by a third party entitled in a judicial, administrative or arbitration suit or proceeding, the Indemnifying Parties shall have the right, at their own expense, to assume the defense thereof, to be indemnified pursuant represented by counsel of their choice (provided that such counsel shall be reasonably acceptable to Section 7.1 (an “the Indemnified Party”) receives notice of the assertion by any third party of any claim ), and to defend against, negotiate, settle or of the commencement by any otherwise deal with such third person of any actual or threatened claim, demand or action; provided, suithowever, 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, that the Indemnified Party shall promptly notify the Indemnifying Party may participate in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide any 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 action with counsel of its own choosing, choice and at its own expense. To the extent the Indemnifying Parties elect not to defend any such claim, the settlement demand or defense thereofaction, and the Indemnified Party shall cooperate defends against or otherwise deals with the Indemnifying Party in connection therewith; providedsuch claim, that (A) the Indemnifying Party shall permit demand or action, the Indemnified Party may retain counsel, at the expense of the Indemnifying Parties, and control the defense of such claim, demand or action. The Parties hereto agree to participate cooperate fully with each other in connection with the defense, negotiation or settlement of any such settlement claim, demand or defense through counsel chosen by action. (ii) Neither the Indemnifying Parties nor the Indemnified Party (subject to may settle any such claim, demand or action without the consent of the Indemnifying Partyother party, which consent shall not be unreasonably withheld)withheld or delayed. (iii) After any final judgment or award shall have been rendered by a court, provided that arbitration board or governmental agency of competent jurisdiction and the reasonable fees time in which to appeal therefrom has expired, or a settlement shall have been consummated pursuant to the terms hereof, or the Indemnified Party and expenses of such counsel the Indemnifying Parties shall not arrive at a mutually binding agreement with respect to each separate matter alleged to be borne indemnified 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 faithParties hereunder, the Indemnified Party shall not pay or settle such claim without forward to the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) If Parties notice of any sums due and owing by it with respect to such matter and the Indemnifying Party does not notify Parties shall pay all of the Indemnified Party sums so owing to the Buyer, by wire transfer or by certified or bank cashier’s check, within thirty ten (3010) days after receipt the date of such notice. Notwithstanding the foregoing, if at the time of payment for an indemnification claim under Section 7.2(a), the Escrow Agent is holding Escrow Funds, Buyer and the ICR Representative shall provide notice of the Claim Notice that it elects required payment to undertake the defense Escrow Agent pursuant to the terms of the Indemnifiable Claim described therein, Escrow Agreement and the Indemnified Party Escrow Agent shall have disburse the right applicable portion of the Escrow Fund to contest, settle, or compromise Buyer in accordance with the Indemnifiable Claim in terms 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 ClaimEscrow Agreement.

Third Party Claims. (ai) If With respect to any General Claim in connection with a claim made by a third party entitled in a judicial, administrative or arbitration suit or proceeding, the Indemnifying Parties shall have the right, at their own expense, to assume the defense thereof, to be indemnified pursuant represented by counsel of their choice (provided that such counsel shall be reasonably acceptable to Section 7.1 (an “the Indemnified Party”) receives notice of the assertion by any third party of any claim ), and to defend against, negotiate, settle or of the commencement by any otherwise deal with such third person of any actual or threatened claim, demand or action; provided, suithowever, 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, that the Indemnified Party shall promptly notify the Indemnifying Party may participate in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure to provide any 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 action with counsel of its own choosing, choice and at its own expense. To the extent the Indemnifying Parties elect not to defend any such claim, the settlement demand or defense thereofaction, and the Indemnified Party shall cooperate defends against or otherwise deals with the Indemnifying Party in connection therewith; providedsuch claim, that (A) the Indemnifying Party shall permit demand or action, the Indemnified Party may retain counsel, at the expense of the Indemnifying Parties, and control the defense of such claim, demand or action. The Parties hereto agree to participate cooperate fully with each other in connection with the defense, negotiation or settlement of any such settlement claim, demand or defense through counsel chosen by action. (ii) Neither the Indemnifying Parties nor the Indemnified Party (subject to may settle any such claim, demand or action 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 consentother party, which consent shall not be unreasonably withheld. (ciii) If After any final judgment or award shall have been rendered by a court, arbitration board or governmental agency of competent jurisdiction and the Indemnifying Party does not notify time in which to appeal therefrom has expired, or a settlement shall have been consummated pursuant to the terms hereof, or the Indemnified Party within thirty (30) days after receipt of and the Claim Notice that it elects Indemnifying Parties shall arrive at a mutually binding agreement with respect to undertake each separate matter alleged to be indemnified by the defense of the Indemnifiable Claim described thereinIndemnifying Parties hereunder, the Indemnified Party shall have forward to the right Indemnifying Parties notice of any sums due and owing by it with respect to contest, settle, or compromise such matter and the Indemnifiable Claim in Indemnifying Parties shall pay all of the exercise of its reasonable discretion; provided, that sums so owing to the Indemnified Party shall notify Party, by wire transfer or by certified or bank cashier’s check, within ten (10) days after the Indemnifying Party date of any compromise or settlement of any such Indemnifiable Claimnotice.

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 “Promptly after the Indemnified Party”) receives Party has ------------------ received notice of the assertion by any third party or has knowledge of any claim by a person or of entity not a party to this Agreement ("Third Person"), or the commencement by any such third person of any actual action or threatened claim, action, suit, arbitration, hearing, inquiry, proceeding, complaint, charge or investigation ------------ proceeding 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 indemnificationa Third Person, the Indemnified Party shall promptly notify shall, as a condition precedent to a claim with respect thereto being made against any party obligated to provide indemnification pursuant to Section 6.1 hereof (hereinafter the "Indemnifying Party"), give the Indemnifying Party in writing (written notice of such claim or the “Claim Notice”) commencement of such action or proceeding. Such notice shall state the nature and the basis of such claim and a reasonable estimate 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) amount thereof. The Indemnifying Party shall have thirty (30) days after receipt the right to defend and settle, at its own expense and by its own counsel, any such matter so long as the Indemnifying Party pursues the same in good faith and diligently, provided that the Indemnifying Party shall not settle any action or proceeding without the written consent of the Claim Notice Indemnified Party unless the Indemnified Party is fully released and exonerated from all matters related to undertakethe claim. If the Indemnifying Party undertakes to defend or settle, conduct and control, through counsel it shall promptly notify the Indemnified Party of its own choosing, and at its expense, the settlement or defense thereofintention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in the defense thereof and in any settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records or information reasonably requested by the Indemnifying Party that are in the Indemnified Party's possession or control. All Indemnified Parties shall endeavor to use the same counsel, which shall be the counsel selected by Indemnifying Party, provided that if counsel to the Indemnifying Party shall have a conflict of interest in the opinion of such counsel that prevents counsel for the Indemnifying Party from representing the Indemnified Party, the Indemnified Party shall have the right to participate in such matter through counsel of its own choosing and the Indemnifying Party will reimburse the Indemnified Party for the reasonable expenses of its counsel and experts. After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses or out-of-pocket expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability, except (i) as set forth in the preceding sentence and (ii) to the extent such participation is requested by the Indemnifying Party, in which event the Indemnified Party shall be reimbursed by the Indemnifying Party for reasonable additional legal expenses and out-of-pocket expenses. If the Indemnifying Party desires to accept a final and complete settlement of any such Third Person claim, which settlement provides solely for the payment of monetary damages and effects a full release of the Indemnified Party from all matters related to the claim, and the Indemnified Party refuses to consent to such settlement, then the Indemnifying Party's liability under this Section with respect to such Third Person claim shall be limited to the amount so offered in settlement to said Third Person, and the Indemnifying Party, upon payment of such settlement amount to such Third Person, shall be deemed released from any and all obligation or liability with respect thereto and the Indemnified Party shall reimburse the Indemnifying Party for any additional costs of defense that the Indemnifying Party subsequently incurs with respect to such claims and all additional costs of settlement or judgment. If the Indemnifying Party does not undertake to defend such matter to which the Indemnified Party is entitled to indemnification hereunder, or fails diligently to pursue such defense, the Indemnified Party may undertake such defense through counsel of its choice, at the cost and expense of the Indemnifying Party, and the Indemnified Party may settle such matter, and the Indemnifying Party shall reimburse the Indemnified Party for the amount paid in such settlement and any other liabilities or expenses incurred by the Indemnified Party in connection therewith; provided, however, that (A) the Indemnifying Party under no circumstances shall permit the Indemnified -------- ------- Party to participate in such settlement or defense through counsel chosen by settle any Third Person claim without 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 withheld or delayed. All settlements hereunder shall effect a complete release 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, unless the Indemnified Party shall not pay otherwise agrees in writing. The parties hereto will make appropriate adjustments for any tax benefits or settle such claim without detriments and any insurance proceeds in determining 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 amount of any compromise or settlement of any such Indemnifiable Claimindemnification obligation under this Section.

Third Party Claims. The Indemnifying Party shall have the right, but not the obligation, exercisable by written notice to the Indemnified Party within thirty (30) days of receipt of a Third Party Claim Notice from the Indemnified Party with respect to a Third Party Claim, to assume the conduct and control (subject to the terms hereof), at the expense of the Indemnifying Party and through counsel of its choosing that is reasonably acceptable to the Indemnified Party, of such Third Party Claim, and the Indemnifying Party may compromise or settle the same; provided, however, that the 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 be unreasonably withheld, conditioned or delayed), consent to the entry of any Judgment or enter into any compromise or settlement; provided, further, that the Indemnified Party’s consent may be reasonably withheld with respect to entry into any Judgment, compromise or settlement that (a) If does not relate solely to monetary damages (other than non-monetary relief incidental to such monetary damages) arising from such Third Party Claim, which shall be paid solely by the Indemnifying Party, (b) commits the Indemnified Party to take, or to forbear to take, any party entitled action harmful to, or adverse to be indemnified pursuant to Section 7.1 (an “the interests of, the Indemnified Party”, (c) receives notice of does not provide for a full and complete written release by the assertion by any applicable third party of the Indemnified Party (which release is actually given) or (d) includes any claim admission of wrongdoing or misconduct by the Indemnified Party. During the thirty (30) day period following receipt of a Third Party Claim Notice from the Indemnified Party, the Indemnified Party may not compromise or settle, nor assume the defense of, any Third Party Claim for which it is seeking indemnification hereunder without the prior written consent of the commencement by any such third person Indemnifying Party. Notwithstanding anything to the contrary contained in this ARTICLE VIII, the Indemnifying Party shall not be entitled to assume the defense 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 Third Party Claim without the consent of the foregoing Indemnified Party (any A) unless, at the time the Indemnifying Party elected to assume the defense of such claim Third Party Claim, the Indemnifying Party confirms in writing to the Indemnified Party that the Indemnifying Party will be responsible for indemnifying the Indemnified Party for the Losses resulting from such Claim up to the amount for which it is responsible to so indemnify the Indemnified Party under this ARTICLE VIII (including Section 8.06) or Action being referred (B) if such Claim (x) seeks an injunction or other equitable or non-monetary relief against the Indemnified Party (other than equitable or non-monetary relief that is incidental to herein monetary damages as an “Indemnifiable Claim”the primary relief sought) with respect to which another party hereto or (an “Indemnifying Party”y) is brought by a Governmental Authority or may be obligated is related to provide indemnificationor otherwise arises in connection with any criminal matter. In such circumstance, if the Indemnifying Party is not permitted by the Indemnified Party to assume the defense of such Third Party Claim, the Indemnified Party shall promptly notify assume responsibility for the Indemnifying defense of such Third 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 allow the Indemnifying Party a reasonable opportunity to participate in connection therewith; providedsuch defense with its own counsel and at its own expense. Notwithstanding an election by the Indemnifying Party to assume the defense of any Third Party Claim, that (A) 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 separate 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 solely by the Indemnified Party; provided, further that if, based on advice from counsel, there exists any actual or potential conflict of interest between the Indemnified Party and the Indemnifying Party, and (B) Party in connection with the defense of the Third Party Claim the Indemnifying Party shall not settle any Indemnifiable Claim without bear the Indemnified Party’s consentreasonable fees, which consent shall not be unreasonably withheldcosts and expenses of such separate counsel. 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 elects not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake control or conduct the defense of the Indemnifiable Claim described thereina Third Party Claim, the Indemnified Indemnifying Party nevertheless shall have the right to contest, settle, or compromise the Indemnifiable Claim participate in the exercise defense of any Third Party Claim and, at its own expense, to employ counsel of its reasonable discretion; providedown choosing for such purpose. The Parties shall reasonably cooperate in the defense of any Third Party Claim, that with such cooperation to include (i) the Indemnified Party shall notify retention and the provision to 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 The Indemnifying Party under this Article VIII shall have the right, but not the obligation, exercisable by written notice to be indemnified pursuant the Indemnified Party within thirty (30) days of receipt of a Third Party Claim Notice from the Indemnified Party with respect thereto, to Section 7.1 (an “assume the conduct and control, at the expense of the Indemnifying Party and through counsel of its choosing that is reasonably acceptable to 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, suitsuit or proceeding (a "Third Party Claim"), 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 (may compromise or settle the “Claim Notice”) of the Indemnifiable Claimsame; 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 (which consent shall cooperate with the Indemnifying Party in connection therewith; provided, that (A) the not be unreasonably withheld). 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 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 elects not notify the Indemnified Party within thirty (30) days after receipt of the Claim Notice that it elects to undertake control or conduct the defense of the Indemnifiable Claim described thereina Third Party Claim, the Indemnified Indemnifying Party nevertheless shall have the right to contest, settle, or compromise the Indemnifiable Claim participate in the exercise defense of any Third Party Claim and, at its own expense, to employ counsel of its reasonable discretion; providedown choosing for such purpose. (b) The Parties shall cooperate in the defense of any Third Party Claim, that with such cooperation to include (i) the Indemnified Party shall notify retention and the provision to 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 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 Parent or Subsidiary Corporationwhich Parent or Subsidiary Corporation 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. Promptly after receipt by a Seller Indemnified Party or a Buyer Indemnified Party (a) If any party entitled to be indemnified pursuant to Section 7.1 (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 “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 therefor 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 6.4, 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 6.4, 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 VI. The reimbursement of fees, costs and expenses required by this Article VI 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 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'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 discretiondiscretion provided that the fees and expenses of the Indemnified Parties counsel shall be borne by the Indemnifying Party; 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. (a) If any party entitled to be indemnified claim set forth in the Claim Notice pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion 10.04 is a Claim asserted by any a 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 indemnificationparty, 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) 30 days after the receipt of the Claim Notice to undertakenotify the Indemnified Party in writing of the Indemnifying Party's election to defend such Claim on behalf of the Indemnified Party. If the Indemnifying Party elects to defend such Claim, conduct and control, through counsel of its own choosing, and at its expense, the settlement or defense thereof, and the Indemnified Party shall make available to the Indemnifying Party and its agents and representatives all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control as is reasonably required by the Indemnifying Party and shall otherwise cooperate with and assist the Indemnifying Party in connection therewith; providedthe defense of such Claim. So long as the Indemnifying Party is defending such Claim in good faith, that (A) the Indemnified Party shall not pay, settle or compromise such Claim. If the Indemnifying Party elects to defend such Claim, the Indemnified Party shall have the right, but not the obligation, to participate in the defense of such Claim, at the Indemnified Party's own expense. In the event the Indemnifying Party shall permit assume the defense, no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party's consent (which consent shall not be unreasonably withheld, conditioned, or delayed, provided, however, that the Indemnified Party to participate may withhold such consent at its discretion if, in its judgment, such compromise or settlement or defense through counsel chosen by would have an adverse impact on the future operations of the Indemnified Party or the Surviving Company). If the Indemnifying Party does not elect to defend such Claim or does not defend, contest or otherwise protect against such claim in good faith, the Indemnified Party shall have the full right, in addition to any other right or remedy it may have hereunder, to defend against such claim, action or proceeding in such manner as it may deem appropriate, including the right to make any compromise or settlement thereof (subject to the consent of the Indemnifying Party, which consent shall not be unreasonably withheld), provided that and the reasonable fees and expenses of such counsel Indemnified Party shall not be borne by entitled to recover the entire cost thereof from the Indemnifying Party, including reasonable attorneys' fees, disbursements and (B) amounts paid as the result of such Proceeding, and the Indemnifying Party shall not settle be bound by 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 determination made in such Indemnifiable Claim in good faith, the Indemnified Party shall not pay Proceeding 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 Claimeffected by the Indemnified Party.

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. (a) If The Indemnifying Person may, but shall not be obligated to, upon prompt written notice furnished to the Indemnified Person, assume the defense of any Proceeding instituted by a third party entitled against the Indemnified Person, with counsel to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives notice of the assertion selected 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; providedPerson, 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 approval of the Indemnifying PartyIndemnified Person, 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 approval shall not be unreasonably withheld. So long as Notwithstanding the foregoing, the Indemnifying Party is vigorously contesting Person shall not have the right to assume the defense of any such Indemnifiable Claim in good faithProceeding, if (i) the Proceeding seeks only an injunction or other equitable relief; (ii) the Indemnified Party Person shall have been advised by counsel that there are one or more legal or equitable defenses available to the Indemnified Person which are different from or in addition to those available to the Indemnifying Person, and, in the reasonable opinion of the Indemnified Person, counsel for the Indemnifying Person could not adequately represent the interests of the Indemnified Person because such interests would be in conflict with those of the Indemnifying Person; (iii) the Indemnified Person reasonably believes an adverse determination with respect to the Proceeding would be materially detrimental to the Indemnified Person’s future business operation; or (iv) the Indemnifying Person shall not pay or settle such have assumed the defense of the third party claim without the Indemnifying Party’s consent, which consent shall not be unreasonably withheld. (c) in a timely fashion. If the Indemnifying Party Person assumes the defense of a Proceeding instituted by a third party in accordance with the terms hereof, (i) it shall be established for the purposes of this Agreement that claims made in that Proceeding are within the scope and subject to indemnification by the Indemnifying Person hereunder; and (ii) the Indemnified Person shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense. If the Indemnifying Person does not notify or cannot assume the defense of any such claim, suit, arbitration or other Proceeding as provided above, (i) the Indemnified Party Person may defend against the same, in such manner as it may deem reasonably appropriate and at the Indemnifying Person’s cost and expense; and (ii) the Indemnifying Person shall be entitled to participate in (but not control) the defense of such action, with its own counsel and at its own expense. If notice is given in accordance with Section 7.4 to an Indemnifying Person of the commencement of a Proceeding against an Indemnified Person and the Indemnifying Person does not, within thirty (30) days after receipt such notice is given (or earlier if the Indemnified Person reasonably requires an earlier determination), give notice to the Indemnified Person of the Claim Notice that it elects Indemnifying Person’s election to undertake assume the defense of the Indemnifiable Claim described thereinsuch Proceeding, the Indemnified Party shall Indemnifying Person will have the irrevocably waived its right to contest, settle, assume the defense of such Proceeding. (b) Neither the Indemnifying Person nor the Indemnified Person shall settle or compromise any Proceeding by a third party without the Indemnifiable Claim prior written consent of the other (which shall not be unreasonably withheld). (c) The Indemnifying Person and Indemnified Person (and counsel retained by each) shall cooperate in good faith in connection with the defense of any Proceeding whether the defense is being conducted by the Indemnifying Person or the Indemnified Person. Each such party shall be kept reasonably informed by the party conducting the defense of a Proceeding at all stages thereof, and shall be given an opportunity to comment on any material strategic decision, including, without limitation, the ability to comment on any material pleading or filing prior to its submission to the extent reasonable and practicable under the circumstances, taken in the exercise course of its reasonable discretion; provided, that such defense. The party conducting the defense of a Proceeding shall make available to each other party and to such other party’s attorneys and accountants all books and records relating to such Proceeding. The Indemnifying Person and Indemnified Party shall notify Person agree to render to each other such assistance as they may reasonably require of each other in order to ensure the Indemnifying Party proper and adequate defense of any compromise or settlement of any such Indemnifiable ClaimProceeding.

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 “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 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 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 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 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 of any ------- compromise or settlement of any such Indemnifiable Claim. (d) Anything contained in this Section 10.03 to the contrary notwithstanding, the Shareholder 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 Buyer or the Company which Buyer 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 Buyer or the Company; 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 Promptly after the receipt by any party entitled to be indemnified pursuant to Section 7.1 (an “Indemnified Party”) receives Member or Optionee 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, arbitration, hearing, inquiry, proceeding, complaint, charge suit or investigation by or before proceeding of any governmental entity or arbitrator and an appeal from any of the foregoing third party which is subject to indemnification under Section 13.9 (any such claim or Action being referred to herein as an “Indemnifiable Claim”) other than with respect to Taxes, which another party hereto shall be governed by Section 13.11), such Member or Optionee (an “the "Indemnified Person") shall give written notice of such claim to Holdco or FiberNet (Holdco and FiberNet being herein collectively, jointly and severally referred to as the "Indemnifying Party”) is or may be obligated "), stating the nature and basis of such claim and the amount thereof, to provide indemnification, the extent known. Failure of the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claim; provided, that the failure Person to provide give such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunderfrom any liability which it may have on account of the provisions hereof 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 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, is materially prejudiced thereby (except 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 be liable for any Indemnifiable Claim expense incurred during the period in which the Indemnified Person failed to give such notice). So long as the Indemnifying Party provides assurances, reasonably acceptable to the Indemnified Person, that the Indemnifying Party is capable of satisfying all Losses that may arise in respect of any matter, the Indemnifying Party shall be entitled to elect to participate in the defense of and, if it so chooses, to assume the defense of such claim, action, suit or proceeding with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Person. Upon any such election by the Indemnifying Party to assume the defense of such claim, action, suit or proceeding, the Indemnifying Party shall not be liable for any legal or other expenses subsequently incurred by the Indemnified Person in connection with the defense, thereof, provided that the Indemnified Person may, at its option, participate in such defense and employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Person for any period in which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Person failed to give the notice provided above). The Indemnifying Party and the Indemnified Person shall use commercially reasonable efforts to minimize Losses from claims by third parties and shall act in good faith in responding to defending against, settling or otherwise dealing with such claims, notwithstanding any dispute as to liability as between the Indemnifying Party and the Indemnified Person under this Article XIII. The Indemnifying Party and the Indemnified Person shall also cooperate in any such defense, give each other full access to all information relevant thereto and make employees and other representatives available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Party shall have assumed the defense, the Indemnifying Party shall not be obligated to indemnify the Indemnified Person hereunder for any settlement entered into without the Indemnified Indemnifying Party’s 's prior written consent, which consent shall not be unreasonably withheldwithheld or delayed. The Indemnifying Party shall not settle any claim without the prior written consent of the Indemnified Person, which consent shall not be unreasonably withheld or delayed. (b) Promptly after the receipt by FiberNet or Holdco of notice of any claim, action, suit or proceeding of any third party which is subject to reimbursement from the Escrow Fund pursuant to Section 13.5 (other than with respect to Taxes, which shall be governed by Section 13.11), such party (the "Reimbursed Person") shall give written notice of such claim to the Managing Member (the " Notice Party"), stating the nature and basis of such claim and the amount thereof, to the extent known. Failure of the Reimbursed Person to give such notice shall not terminate the right of the Reimbursed Person to reimbursement from the Escrow Fund pursuant to Section 13.5, except to the extent that there is material prejudice, in the form of increased Losses suffered by the Reimbursed Person that would be subject to reimbursement pursuant to Section 13.5, by reason of such failure (except that there shall be no reimbursement to the Reimbursed Person from the Escrow Fund for any expense incurred during the period in which the Reimbursed Person failed to give such notice). So long as the Indemnifying Escrow Fund has not been reduced to zero, the Notice Party is vigorously contesting shall be entitled to elect to participate in the defense of and, if it so chooses, to assume (without recourse to the Notice Party or to any source other than the Escrow Fund) the defense of such claim, action, suit or proceeding with counsel selected by the Notice Party and reasonably satisfactory to the Reimbursed Person. Upon any such Indemnifiable Claim election by the Notice Party to so assume the defense of such claim, action, suit or proceeding, there shall be no reimbursement to the Reimbursed Person from the Escrow Fund for any legal or other expenses subsequently incurred by the Reimbursed Person in connection with the defense, thereof, provided that the Reimbursed Person may, at its option, participate in such defense and employ counsel, at its own expense, separate from the counsel employed by the Notice Party. There shall be reimbursement to the Reimbursed Person from the Escrow Fund for the fees and expenses of counsel employed by the Reimbursed Person for any period in which the Notice Party has not so assumed the defense thereof (other than during any period in which the Reimbursed Person failed to give the notice provided above). The Reimbursed Person and the Notice Party shall use commercially reasonable efforts to minimize Losses from claims by third parties and shall act in good faithfaith in responding to defending against, settling or otherwise dealing with such claims, notwithstanding any dispute as to liability as between the Indemnified Reimbursed Person and the Notice Party under this Article XIII. The Reimbursed Person and the Notice Party shall also cooperate in any such defense, give each other full access to all information relevant thereto and make employees and other representatives available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not pay or settle such claim the Notice Party shall have assumed the defense, there shall be no reimbursement to the Reimbursed Person from the Escrow Fund for any settlement entered into without the Indemnifying Notice Party’s 's prior written consent, which consent shall not be unreasonably withheld. (c) If withheld or delayed. The Notice Party shall not settle any claim without the Indemnifying Party does not notify the Indemnified Party within thirty (30) days after receipt prior written consent of the Claim Notice that it elects to undertake the defense of the Indemnifiable Claim described thereinReimbursed Person, the Indemnified Party which consent shall have the right to contest, settle, not be unreasonably withheld 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 Claimdelayed.

Third Party Claims. (a) If any party entitled to be indemnified a claim made pursuant to Section 7.1 (an “Indemnified Party”) receives notice 9.3 arises out of the assertion by claim of any third party of party, or if there is any claim or against a third party available by virtue 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 indemnificationcircumstances relating thereto, 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 notice referred to in Section 9.3 to notify the Indemnified Party that it elects to conduct and control such action. If the Indemnifying Party does not give the foregoing notice, the Indemnified Party shall have the right to defend, contest and, subject to the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, settle or compromise such action in the exercise of its reasonable discretion, and the Indemnifying Party shall, upon request from the Indemnified Party, promptly pay to such Indemnified Party, in accordance with the other terms hereof, the amount of any Losses for which indemnification is provided hereunder. If the Indemnifying Party gives the foregoing notice, the Indemnifying Party shall have the right to undertake, conduct and control, through counsel of its own choosing, choosing and at its sole expense, the conduct and settlement or defense thereof, of such action and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, however, that (Aa) the Indemnifying Party shall not, without the consent of the affected Indemnified Party, enter into any settlement the effect of which is to create or impose any lien upon any of the properties or assets of the Indemnified Party; (b) the Indemnifying Party shall not consent to any settlement that does not include as an unconditional term thereof the giving of a complete release from liability with respect to such action to the Indemnified Party; (c) the Indemnifying Party shall not enter into any settlement the effect of which is to permit any injunction, declaratory judgment or other nonmonetary relief to be entered against the Indemnified Party; (d) the Indemnifying Party shall permit the Indemnified Party to participate in such conduct or settlement or defense through counsel chosen by the Indemnified Party, with the fees and expenses of such counsel borne by the Indemnified Party (subject unless under then applicable standards of professional conduct a conflict would exist, or be reasonably foreseeable to the consent of arise, between the Indemnifying Party, Party and the Indemnified Party in which consent shall not be unreasonably withheld), provided that the reasonable event such fees and expenses of such counsel shall not be borne by the Indemnifying Party, but under no circumstance shall the Indemnifying Party be required to pay the expenses of more than one such separate counsel in connection with such claim other than separate local counsel; and (Be) the Indemnifying Party shall not settle agree promptly to reimburse the Indemnified Party for the full amount of any Indemnifiable Claim without Losses resulting from such action (except for expenses borne by the Indemnified Party pursuant to clause (d) hereof) incurred by 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, including reasonable fees and expenses of counsel for 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 to 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 Management 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 successful, would adversely affect the business, properties or prospects of the Company.

Third Party Claims. Except as set forth in Schedule G, the following procedures shall apply with respect to Third-Party Claims (as defined herein): (a) If In order for any Indemnified Party to make a claim for any indemnification as provided for under Sections 7.1 and 7.2 in respect of, arising out of or involving a claim or demand made by any Person not a party entitled to be indemnified pursuant to Section 7.1 this Agreement against the Indemnified Party (an a “Third-Party Claim”), the Indemnified PartyParty will give written notice (a “Third-Party Claim Notice”) receives to the Indemnifying Party within [***] after receipt by such Indemnified Party of notice of the assertion by any third party of any claim or Third-Party Claim and will include in such Third-Party Claim Notice (i) notice 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 Proceeding relating to such claim and an appeal from any (ii) the facts constituting the basis for such Proceeding and the amount of the foregoing damages claimed by the other Person, in each case to the extent known to the Indemnified Party. Notwithstanding the foregoing, no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any Liability or obligation under this Agreement except to the extent the Indemnifying Party is materially prejudiced by the delay or other deficiency. (b) If a Third-Party Claim is made against an Indemnified Party, the Indemnifying Party shall be entitled to undertake, conduct and control the defense thereof and, if it so chooses, to assume the defense thereof with counsel of its choosing (with such counsel reasonably satisfactory to the Indemnified Party), at its own expense, provided, however, that the Indemnifying Party shall not have the right to undertake, conduct and control the defense of any Third-Party Claim if (i) such claim includes both the Indemnified Party and the Indemnifying Party, and the former shall have been advised in writing by counsel (with a copy to the Indemnifying Party) that there are one or Action being referred more legal or equitable defenses available to herein as an “Indemnifiable Claim”them that are different from or additional to those available to the Indemnifying Party; or (ii) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to which another party hereto (an “such Third-Party Claim. If the Indemnifying Party”) is or may be obligated to provide indemnificationParty shall undertake, conduct and control the defense of any Third-Party Claim, the Indemnified Party shall promptly notify be entitled to participate, at its own cost and expense, in the defense of such claim and to employ separate counsel of its choosing for such purpose. Should the Indemnifying Party in writing (so elect to assume the “Claim Notice”) defense of the Indemnifiable a Third-Party 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 not, as long as it diligently conducts such defense, be liable to the Indemnified Party to participate in such settlement or defense through counsel chosen for legal expenses subsequently incurred by the Indemnified Party (subject to in connection with the consent defense thereof, other than reasonable costs of investigation. [***] = Confidential Treatment requested for redacted portion; redacted portion has been filed separately with 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 withheldCommission. (c) If the Indemnifying Party does assumes the defense of such a Third-Party Claim, (i) it will be conclusively established for purposes of this Agreement that that the claims that are the subject of the Third-Party Claim are within the scope of and subject to indemnification under this Article 7; (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s consent in writing (which consent shall not notify be unreasonably withheld, conditioned or delayed) unless (A) there is no admission of any violation of Law or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Party, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and which release the Indemnified Party within thirty completely and unconditionally in connection with such Third-Party Claim. The Indemnified Party will have no Liability with respect to any compromise or settlement of such claims effected without its consent. (30d) days after receipt of Notwithstanding the Claim Notice that it elects foregoing, the Indemnifying Party shall not be entitled to undertake assume the defense of any Third-Party Claim (and shall be liable for the Indemnifiable fees and expenses of counsel incurred by the Indemnified Party in defending such Third-Party Claim) if the Third-Party Claim described thereinseeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party. (e) If notice is given to an Indemnifying Party of a Third-Party Claim and the Indemnifying Party does not, within [***] after the Indemnified Party’s notice is given, give notice to the Indemnified Party of its election to undertake, conduct and control the defense of such Third-Party Claim, the Indemnified Party has the right to undertake, conduct and control the defense of any such claim, provided, however, that (i) the Indemnified Party shall obtain the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed) before entering into any compromise or settlement of such claims, and (ii) the Indemnifying Party shall have the right to contest, settle, or compromise the Indemnifiable Claim participate in the exercise defense of such claim and to employ separate counsel of its choosing for such purpose, at its own expense. (f) The party not controlling the defense under this Section 7.4 (the “Non-Controlling Party”) will, upon reasonable discretion; providedrequest, that furnish the Indemnified party controlling the defense (the “Controlling Party”) with such information as it may have with respect to such Third-Party shall notify the Indemnifying Party Claim (including copies of any compromise summons, complaint or settlement other pleading which may have been served on such party and any written claim, demand, invoice, billing or other documents evidencing or asserting the same) and will otherwise reasonably cooperate with and assist the Controlling Party in the defense of any such Indemnifiable Third-Party Claim. All reasonable out-of-pocket costs and expenses incurred in connection with the Non-Controlling Party’s cooperation shall be borne by the Controlling Party.

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 A party entitled to be indemnified pursuant to Section 7.1 indemnification hereunder (an “Indemnified Party”) receives notice of shall notify promptly the assertion by any third indemnifying 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 in writing of the commencement of any action or proceeding with respect to which a claim for indemnification may be obligated made pursuant to provide indemnification, the Indemnified Party shall promptly notify the Indemnifying Party in writing (the “Claim Notice”) of the Indemnifiable Claimthis Agreement; provided, however, that the failure of any Indemnified Party to provide such notice shall not relieve or otherwise affect the obligation of the Indemnifying Party to provide indemnification hereunderof its obligations under this Agreement, except to the extent that any damages directly resulted or were caused by such failure. (b) The the Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to undertakeis actually materially prejudiced thereby. In case any claim, conduct and control, through counsel of its own choosing, and at its expense, the settlement action or defense thereof, proceeding is brought against an Indemnified Party and the Indemnified Party shall cooperate with notifies the Indemnifying Party in connection therewith; providedof the commencement thereof, that (A) the Indemnifying Party shall permit the Indemnified Party be entitled to participate in such settlement or therein and to assume the defense through counsel chosen by the Indemnified Party (subject thereof, to the consent of the Indemnifying Partyextent that it chooses, which consent shall not be unreasonably withheld), provided that the reasonable fees and expenses of with counsel reasonably satisfactory to such counsel shall not be borne by the Indemnifying Indemnified Party, and (B) after notice from the Indemnifying Party to such Indemnified Party that it so chooses, the Indemnifying Party shall not settle be liable to such Indemnified Party for any Indemnifiable Claim without legal or other expenses subsequently incurred by such Indemnified Party in connection with the Indemnified Party’s consentdefense thereof other than reasonable costs of investigation; provided, which consent shall not be unreasonably withheld. So long as however, that (i) if the Indemnifying Party is vigorously contesting any fails to take reasonable steps necessary to defend diligently the action or proceeding within twenty (20) calendar days after receiving notice from such Indemnifiable Claim in good faith, Indemnified Party that the Indemnified Party believes it has failed to do so; or (ii) if such Indemnified Party who is a defendant in any claim or proceeding which is also brought against the Indemnifying Party reasonably shall have concluded that there may be one or more legal defenses available to such Indemnified Party which are not pay or settle such claim without available to the Indemnifying Party’s consent; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, 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 thereinthen, in any such case, the Indemnified Party shall have the right to contestassume or continue its own defense as set forth above (but with no more than one firm of counsel for all Indemnified Parties in each jurisdiction), settleand the Indemnifying Party shall be liable for any expenses therefor. (b) No Indemnifying Party shall, without the written consent of the Indemnified Party, effect the settlement or compromise of, or compromise consent to the Indemnifiable Claim entry of any judgment with respect to, any pending or threatened action or claim in the exercise respect of its reasonable discretion; provided, that which indemnification may be sought hereunder (whether or not the Indemnified Party shall notify is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnifying Indemnified Party from all liability arising out of such action or claim, (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any compromise Indemnified Party and (iii) does not include any injunctive or settlement of any such Indemnifiable Claimother non-monetary relief.

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).