Common use of Third Party Claims Clause in Contracts

Third Party Claims. If the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a third party claim, Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IX.

Third Party Claims. If In the Acquiror is subject to Indemnifiable Damages event that ▇▇▇▇▇ becomes aware of a Third-Party Claim that Buyer in good faith believes may result in a claim for Losses by or has otherwise properly delivered on behalf of an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a third party claimIndemnified Party, Acquiror Buyer shall have the right in its sole discretion to determine and conduct the defense of and such Third-Party Claim. Buyer shall be entitled to settle such Third-Party Claim without the consent of the Indemnifying Party; provided that any settlement of a Third-Party Claim without the consent of the relevant Indemnifying Party shall not impose criminal liability or resolve any such claim (and the damages. The costs and expenses incurred by Acquiror the Indemnified Parties in connection with such defense, settlement enforcement, settlement, or resolution (including reasonable legal attorneys’ fees, other professionals’ and experts’ fees fees, and court or arbitration costs) shall be included in the Indemnifiable Damages Losses for which Acquiror may seek Buyer shall be entitled to receive indemnification pursuant to a claim an Indemnification Claim made hereunder); provided, howeverand such costs and expenses shall constitute Losses subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, that Acquiror resulted from, or was in connection with a matter listed in Section 7.2. Seller shall not settle or resolve such claim without have the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall right to receive copies of all pleadings, notices notices, and communications with respect to the thirdsuch Third-party claim Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person Party, subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information, except that, in the case of a Tax Contest, Seller shall only have the right to receive copies of any written correspondence from a Tax Authority and the failure to provide any such copies shall be entitlednot relieve Seller or Seller Parent of any obligation or liability to the Indemnified Party, at except to the extent that Seller demonstrates that it is materially and adversely affected thereby. Unless otherwise consented to in writing in advance by Buyer in its expensesole discretion, Seller and its respective Affiliates may not participate in any Third-Party Claim or any action related to participate insuch Third-Party Claim (including any discussions or negotiations in connection with the settlement, but not adjustment or compromise thereof); provided that Seller shall have the right to determine or conduct, any defense of the third-party claim or settlement negotiations have their reasonable comments and feedback with respect to the third-party claim. However, except with the prior written consent conduct of the Shareholders’ Agentdefense of any Third-Party Claim considered by Buyer or its counsel in good faith, including the reasonable opportunity to review and comment in advance on any written submissions made in connection with such Third-Party Claim. In the event that Seller has consented to the amount of any settlement or resolution by Buyer of any such claim (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed and which consent shall be deemed to have been given unless the Shareholders’ Agent Seller shall have objected within [***] 20 days after a written request for such therefor by Buyer), or if Seller shall have been determined to have unreasonably withheld, conditioned, or delayed its consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent Seller shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall not have any power or authority to object under Section 9.6 or any other provision of this Article IX VII to recovery the amount of any Indemnification Claim by or on behalf of any Indemnified Person Party against the applicable Escrow Indemnification Holdback Fund for the Indemnifiable Damages indemnity with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXresolution.

Third Party Claims. If 9.1. Subject to Clause 9.3, Experian shall fully indemnify the Acquiror is subject Reseller against: 9.1.1. any amounts paid by the Reseller to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a any third party claim, Acquiror shall have the right in its sole discretion to conduct the defense as a result of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror in connection with any claim which that third party brings against the Reseller alleging that its Intellectual Property Rights are infringed by the provision by Experian to the Reseller of the Experian Materials or the use of the Experian Materials by the Reseller as permitted by the terms of this Agreement; and 9.1.2. any associated legal expenses reasonably and properly incurred. 9.2. Subject to Clause 9.3, the Reseller shall fully indemnify Experian against: 9.2.1. any amounts paid by Experian to any third party as a result of or in connection with any claim which that third party brings against Experian alleging that its Intellectual Property Rights are infringed by the provision by the Reseller to Experian of the Reseller Materials or the use of the Reseller Materials by Experian as permitted by the terms of this Agreement; and 9.2.2. any associated legal expenses reasonably and properly incurred. 9.3. The indemnities in Clauses 9.1 and 9.2 shall not apply to the extent that any claim arises as a result of use of an infringing design supplied or made by the indemnified party, and are subject to the indemnified party: 9.3.1. notifying the indemnifying party promptly on becoming aware of any matter or claim to which the indemnity might relate; 9.3.2. not making any admission, settlement, or payment in respect of such defense, settlement matter or resolution (including reasonable legal feesclaim, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification than a payment made pursuant to a claim made hereunder); providedcourt order, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which indemnifying party (such consent shall not to be unreasonably withheld, conditioned withheld or delayed); and 9.3.3. The Shareholders’ Agent shall receive copies of all pleadingsallowing the indemnifying party, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expensewhere appropriate, to participate in, but not appoint legal advisers of its choice and to determine or conduct, any defense of the third-party claim or settlement conduct and/or settle negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages and/or proceedings relating to such matter. In matter or claim, and the event that indemnified party shall comply with the Shareholders’ Agent has consented to indemnifying party’s reasonable requests in the conduct of any such settlement or resolutionnegotiations and/or proceedings. 9.4. If any claims are made, or if in Experian’s reasonable opinion are likely to be made, by any third party alleging that its Intellectual Property Rights are infringed by the Shareholders’ Agent shall have been determined Reseller’s use of the Experian Materials as permitted by a final non-appealable court order the terms of a court of competent jurisdiction this Agreement, Experian may at its sole option and expense: 9.4.1. procure for the Reseller the right to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither continue using the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 relevant Experian Materials (or any other provision part of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise them) in accordance with the terms and provisions of this Article IXAgreement; 9.4.2. modify the relevant Experian Materials to avoid the infringement or replace the relevant Experian Materials with non-infringing materials, whilst still providing the same, or substantially similar, functionality to the infringing materials.

Third Party Claims. If In the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to event SumTotal becomes aware of a third third-party claim, Acquiror action or proceeding that SumTotal reasonably believes may result in a demand against the Escrow Fund, SumTotal shall have promptly notify the right in its sole discretion to conduct the defense Stockholder Representative of and to settle such claim, action or resolve any such claim (proceeding, and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and Stockholder Representative shall be entitled, at its expense, to participate in, but not to determine or conduct, in any defense of the such claim. If there is a third-party claim that, if adversely determined, would give rise to a right of recovery for Losses hereunder, then any amounts incurred or settlement negotiations accrued in defense of such third-party claim (including reasonable counter-claims), regardless of the outcome of such claim, shall be deemed Losses hereunder and shall be subject to the limitations set forth in Section 2.10(b) of the Pathlore Schedules with respect to Agreed Claims (it being understood that any amounts awarded in connection with any such counter-claims shall be first offset against any Losses subject to indemnification (and limits thereto) hereunder and incurred in connection with the underlying third-party claim). HoweverSumTotal shall have the right in its sole discretion to control the defense of all such claims and to settle all such claims; provided, except with however, that SumTotal shall not settle any third-party claims without the prior written consent of the Shareholders’ AgentStockholder Representative, which consent shall will not be unreasonably withheldwithheld or delayed. To the extent the Stockholder Representative presents the Indemnified Party with a bona fide offer from the third-party claimant regarding a settlement for money damages in an amount which, conditioned taken together with all Losses relating to the underlying third-party claims, is less than the value remaining in the Escrow Fund that is not already subject to existing claims pursuant to an Officer’s Certificate or delayed Certificates, and which offer includes no material obligations or restrictions on SumTotal or its business other than the payment of money damages, then SumTotal may elect to (A) settle the third-party claims on the proposed terms and conditions of the proposed settlement in which case SumTotal shall be deemed to have been given unless recover the Shareholders’ Agent shall have objected within [***] after a written request for full amount of such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable (and related Losses) from the Escrow Fund by or pursuant to Article VII without any objection from the Stockholder Representative, subject to the limitations on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under recovery provided in Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages 7.2(i) with respect to Agreed Claims or (B) reject the settlement in which case SumTotal agrees and acknowledges that is shall thereafter be responsible for all Losses in excess of the proposed settlement offer (including litigation expenses incurred thereafter). The Indemnified Party shall keep the Stockholder Representative informed of any settlement proposals and the parties shall consult and cooperate with each other in good faith in connection with any such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXthird-party claims.

Third Party Claims. If 9.1 ▇▇▇▇▇▇▇▇▇ shall promptly inform SIRONA in the Acquiror is subject event a third party, directly or indirectly, brings a claim against SIRONA, including but not limited to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate claims where ▇▇▇▇▇▇▇▇▇ intends to the Shareholders’ Agent claim indemnification from SIRONA. ▇▇▇▇▇▇▇▇▇ shall promptly provide SIRONA with notice of any such claim and reasonably assist SIRONA in defending such claims, including but not limited to claims arising in a lawsuit, and shall act only in accordance with the reasonable written instructions of SIRONA. SIRONA shall reimburse ▇▇▇▇▇▇▇▇▇ for expenses incurred in such defense. Subject to Section 9.5 8.4.3 of this Agreement, ▇▇▇▇▇▇▇▇▇ agrees to defend and indemnify SIRONA, and hold it harmless, from and against any and all claims, actions, liabilities, losses, costs and expenses (including attorneys’ fees and expenses) arising out of or based upon any claim by any person by reason of a breach of this Agreement by ▇▇▇▇▇▇▇▇▇ (including, without limitation, the death or injury to any person, property damage, loss or economic injury caused by ▇▇▇▇▇▇▇▇▇). Subject to Section 8.4.3 of this Agreement, SIRONA will indemnify, defend and hold ▇▇▇▇▇▇▇▇▇ harmless from and against any and all claims, actions, liabilities, losses, costs, and expenses (including attorneys’ fees and expenses) arising out of or based upon any claim by any person (i) by reason of a breach of this Agreement by SIRONA (including, without limitation, the death or injury to any person, property damage, loss or economic injury caused by SIRONA); (ii) by reason of the alleged defective manufacture or design of the Contractual Products or failure of the Contractual Products to meet the specifications for said Contractual Products set forth in the invoices, documentation or other sales literature applicable thereto approved by SIRONA, or (iii) claiming that the intellectual property rights relating to any of the Contractual Products of SIRONA as described in Section 10 hereof with respect to a infringe upon the rights of any third party claim, Acquiror party. SIRONA shall have the right in its sole discretion to conduct assume full control of the defense and settlement of and to settle or resolve any such claim (and claim, including without limitation any modification of the costs and expenses incurred by Acquiror Contractual Products which may be appropriate in SIRONA’s judgment in connection with such defenseany infringement suit, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) ▇▇▇▇▇▇▇▇▇ shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications cooperate with SIRONA with respect to the third-party claim to the extent that receipt thereto. SIRONA shall maintain public liability insurance including products liability, with limits of such documents does not affect any privilege relating to any Indemnified Person less than $1,000,000 per occurrence, and shall be entitleddeliver to ▇▇▇▇▇▇▇▇▇ certificates evidencing such insurance, at with broad form SIRONA’s endorsement for ▇▇▇▇▇▇▇▇▇’▇ benefit naming ▇▇▇▇▇▇▇▇▇ and its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXsubsidiaries as additional insureds.

Third Party Claims. If the Acquiror (a) In respect of any third party claim that is subject to Indemnifiable Damages or has otherwise properly delivered of a claim by an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof Indemnified Person indemnification under this Article VIII (other than a claim with respect to Taxes, as to which Section 5.9 shall govern) (a third party claim“Third Party Claim”), Acquiror shall have the Indemnified Person shall, without qualification of the right in its sole discretion to conduct the defense of and Indemnified Person to settle or resolve any such claim (and the costs and expenses be indemnified for Indemnifiable Damages incurred by Acquiror in connection with such defenseThird Party Claim, control the defense of the Third Party Claim and shall be entitled to appoint counsel for such defense (such counsel to be reasonably acceptable to the Securityholders’ Representative). No Indemnified Person shall consent to the entry of any judgment or enter into any settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve of such claim Third Party Claim without the prior written consent of the ShareholdersSecurityholders’ AgentRepresentative, which such consent shall not to be unreasonably withheld, conditioned or delayed. The ShareholdersSecurityholders’ Agent Representative shall receive copies of all pleadings, notices and communications with respect have the right to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, participate at its expense, to participate in, but not to determine or conduct, any own expense in the defense of the third-party claim or settlement negotiations with respect liability asserted therein. The consent by the Securityholders’ Representative to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror entry of any claim that gives rise to a claim against such applicable Escrow Fund by judgment, or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, of any Third Party Claim shall not compromise or if limit in any way the ShareholdersSecurityholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority Representative’s rights hereunder to object under Section 9.6 or any other provision of this Article IX to recovery the claim for indemnification by or on behalf of any the Indemnified Person against or the applicable Escrow Fund for the amount of Indemnifiable Damages with respect to such settlement Third Party Claim. (b) The Indemnified Person shall furnish or resolution provided such recovery is otherwise cause to be furnished to the Securityholders’ Representative copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in accordance connection the Third Party Claim as may be requested by the Securityholders’ Representative. The parties hereto agree to reasonably cooperate with each other in connection with the terms defense, negotiation or settlement of any Third Party Claim, including by attending such conferences, discovery proceedings, hearings, trials or appeals as may be reasonably requested in connection therewith and provisions of this Article IXproviding reasonable access to each other’s relevant business records and other documents and employees.

Third Party Claims. Should any claim be made against Buyer or the Company by a person not a party to this Agreement with respect to any matter to which the indemnity set forth in Section 9(a) relates (a “Third-Party Claim”), then Buyer shall promptly give the Stockholder written notice of any such Third-Party Claim (including all available information regarding the details of the Third-Party Claim). If the Acquiror Stockholder acknowledges to Buyer in writing that such Third-Party Claim is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent indemnity set forth in accordance with Section 9.5 hereof with respect to a third party claim9(a), Acquiror the Stockholder shall have the right in to defend or settle any such Third-Party Claim, at its sole discretion to conduct the defense expense, on its own behalf and with counsel of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror in connection with such defenseits own choosing, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) which counsel shall be included in reasonably satisfactory to Buyer. In such defense or settlement of any Third-Party Claim, Buyer shall cooperate with and assist the Indemnifiable Damages for which Acquiror Stockholder as is reasonable and may seek indemnification pursuant to a claim made hereunder); providedparticipate therein with its own counsel at its sole expense, however, that Acquiror shall not settle or resolve such claim without the prior and Buyer’s written consent of the Shareholders’ Agentshall be a requirement to any settlement and disposition thereof, which consent shall not be unreasonably withheld, conditioned withheld or delayed, provided that in any such settlement or disposition, Buyer shall not be liable for any amounts under such settlement or disposition and such settlement or disposition shall contain a complete release of Buyer from any liability. The Shareholders’ Agent Failure by Buyer to give notice within a reasonable period of time shall receive copies of all pleadingsnot constitute a defense, notices and communications with respect in whole or in part, to the third-party any claim for indemnification by Buyer, except only to the extent that such failure by Buyer shall result in a material prejudice to the Company and the Stockholder. If the Stockholder does not notify Buyer within 10 days after receipt of Buyer’s written notice of a Third-Party Claim that the Stockholder intends to undertake the defense thereof, and that such documents does not affect any privilege relating claim is subject to any Indemnified Person the indemnity set forth in Section 9(a), or if after undertaking such defense the Stockholder fails to pursue such defense in a prudent manner, then Buyer shall have the right to contest, settle or compromise such Third-Party Claim, and the Stockholder shall be entitled, at its expense, to participate in, but not to determine indemnify Buyer for the full amount of all Losses paid or conduct, any suffered by Buyer in respect thereof. So long as the Stockholder has given Buyer timely notice that the Stockholder will undertake the defense of the thirdThird-party claim Party Claim, and is defending such Third-Party Claim in good faith, Buyer shall not pay or settlement negotiations with respect to settle any such Third-Party Claim without the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXStockholder.

Third Party Claims. If a claim shall be asserted or litigation shall be commenced (such a claim or litigation being referred to herein as a “Third-Party Claim”) for which indemnification under this Agreement shall be sought, the Acquiror is subject party entitled to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate indemnification hereunder (“Indemnitee”) shall give notice thereof to the Shareholders’ Agent party required to indemnify such party hereunder (“Indemnitor”) as promptly as practicable after Indemnitee’s receipt of such assertion of a claim or the commencement of such litigation (it being agreed, however, that no delay on the part of the Indemnitee in accordance with Section 9.5 hereof with respect notifying the Indemnitor of the Third-Party Claim will relieve the Indemnitor from any obligation under this Agreement except to a third party claim, Acquiror shall have the right in its sole discretion to conduct extent that the delay materially prejudices the defense of the Third-Party Claim by the Indemnitor). Indemnitor may, at its sole cost and expense, upon written notice given to Indemnitee within twenty (20) days after its receipt of Indemnitee’s notice under this Section 5, assume the defense, with counsel reasonably satisfactory to Indemnitee, of any such Third-Party Claim. If Indemnitor assumes the defense of any such Third-Party Claim, the obligations of Indemnitor hereunder as to such Third-Party Claim shall be limited to taking all steps necessary in the defense or settlement thereof and to settle holding Indemnitee harmless from, against and in respect of any and all Losses caused by or resolve arising out of any such claim (and the costs and expenses incurred settlement approved by Acquiror Indemnitor or any judgment in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayedThird-Party Claim. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except Except with the prior written consent of the Shareholders’ AgentIndemnitee, which consent Indemnitor shall not be unreasonably withheld, conditioned or delayed and which shall be deemed consent to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror entry of any claim that gives rise judgment arising from any such Third-Party Claim which in each case does not include as an unconditional term thereof the giving by the claimant or plaintiff, as the case may be, to a claim against such applicable Escrow Fund by or on behalf Indemnitee of an Indemnified Person shall be determinative of unconditional release from all liability in respect thereof unless Indemnitor has actually paid the existence of or full amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolutionjudgment. Indemnitee shall cooperate with Indemnitor as necessary to the conduct of the defense of, or if and shall be entitled to receive copies of all pleadings and other material papers in connection with, any Third-Party Claim. If Indemnitor does not assume the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf defense of any Indemnified Person against Third-Party Claim, Indemnitee may defend the applicable Escrow Fund for same in such manner as it may deem appropriate, including but not limited to settling such Third-Party Claim, after giving reasonable notice of the Indemnifiable Damages with respect same to Indemnitor, on such settlement or resolution provided such recovery is otherwise terms as Indemnitee may deem appropriate, and Indemnitor will promptly reimburse Indemnitee in accordance with the terms and provisions of this Article IXSection 5, subject to its having liability hereunder. Anything contained in this Section 5 to the contrary notwithstanding: (i) Indemnitor shall not be entitled to assume the defense of any Third-Party Claim if the Third-Party Claim seeks an order, injunction or other equitable relief against Indemnitee which, if successful, might materially interfere with, or adversely affect, the operation by Indemnitee of its business; and (ii) Indemnitee may defend any claim to which Indemnitee may have a defense or counterclaim which Indemnitor is not entitled to assert, to the extent necessary to assert and maintain such defense or counterclaim.

Third Party Claims. If (i) In the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to event BackWeb Parent becomes aware of a third party claim which BackWeb Parent believes may result in a demand against the Escrow Fund, BackWeb Parent shall notify the Agent of such claim, Acquiror and the Agent and the Holders in Escrow shall be entitled, at their expense, to participate in any defense of such claim. BackWeb Parent shall consult with the Agent prior to settlement of any such claim and discuss with the Agent in good faith any input regarding the claim and potential settlement the Agent may have prior to any settlement. After such consultation, BackWeb Parent shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder)claim; provided, however, that Acquiror shall not settle or resolve such claim without except with the prior written consent of the Shareholders’ Agent, Agent (which consent shall not be unreasonably withheld), conditioned or delayed. The Shareholders’ Agent shall receive copies no settlement of all pleadings, notices and communications any such claim with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and claimants shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall alone be determinative of the existence of or amount of Indemnifiable Damages relating to such matterany claim against the Escrow Fund. In the event that the Shareholders’ Agent has consented to any such settlement or resolutionsettlement, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any no power or authority to object under Section 9.6 or any other provision of this Article IX VII to recovery by or on behalf the amount of any Indemnified Person claim by BackWeb Parent against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement settlement. (ii) If any claim is asserted against BackWeb Parent or resolution provided its affiliates that the use of HeadLiner software by Lanacom, BackWeb Parent or any of their licensed customers infringes or otherwise violates the copyright (or author's and moral rights) of a third party in any content located on a Website accessed by such recovery software, then BackWeb Parent shall use its commercially reasonable efforts to obtain permission or a license from the owner or holder of such copyright (or author's and moral right) to allow the software to access such content. In the event that such permission or license is otherwise not granted, BackWeb Parent agrees that it shall to the extent commercially reasonable (i) de-list the relevant Website(s) from the software's directory list, (ii) stop using the software to access the relevant Website(s) and/or (iii) prevent its licensed customers from accessing such Websites. Such efforts could include without limitation (to the extent commercially reasonable) notifying licensed customers of prohibited Websites and making minor modifications to the software to prevent such access. BackWeb Parent agrees that it will consult with Founder in accordance with respect of such copyright issues as they arise and will attempt to the terms and provisions extent commercially reasonable to settle any litigation commenced by such parties regarding such issues as efficiently as possible in light of this Article IXthe circumstances.

Third Party Claims. (i) If any third party shall notify Parent or its affiliates hereto with respect to any matter (hereinafter referred to as a "Third Party Claim"), which may give rise to a claim by Parent against the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate Escrow Fund, then Parent shall give notice to the Shareholders’ Agent Securityholder Agents within 30 days of Parent becoming aware of any such Third Party Claim or of facts upon which any such Third Party Claim will be based (but in all events, at least five business days prior to the date that an answer to such Third Party Claim is due to be filed) setting forth such material information with respect to the Third Party Claim as is reasonably available to Parent; provided, however, that no delay or failure -------- ------- on the part of Parent in notifying the Securityholder Agents shall relieve the Securityholder Agents and the Company shareholders from any obligation hereunder unless the Securityholder Agents and the Company shareholders are thereby materially prejudiced (and then solely to the extent of such prejudice). The Securityholder Agents and the Company shareholders shall not be liable for any attorneys fees and expenses incurred by Parent prior to Parent's giving notice to the Securityholder Agents of a Third Party Claim. The notice from Parent to the Securityholder Agents shall set forth such material information with respect to the Third Party Claim as is then reasonably available to Parent. (ii) In case any Third Party Claim is asserted against Parent or its affiliates, and Parent notifies the Securityholder Agents thereof pursuant to Section 8.2(i)(a) hereinabove, the Securityholder Agents and the Company shareholders will be entitled, if the Securityholder Agents so elect by written notice delivered to Parent within 30 days after receiving Parent's notice, to assume the defense thereof, at the expense of the Company shareholders independent of the Escrow Fund, with counsel reasonably satisfactory to Parent, so long as: (A) Parent has reasonably determined that Losses which may be incurred as a result of the Third Party Claim do not exceed either individually, or when aggregated with all other Third Party Claims, the total dollar value of the Escrow Fund determined in accordance with Section 9.5 hereof 8.2(d)(ii) hereof; (B) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief; and (C) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of Parent, likely to establish a precedential custom or practice materially adverse to the continuing business interests of Parent. If the Securityholder Agents and the Company shareholders so assume any such defense, the Securityholder Agents and the Company shareholders shall conduct the defense of the Third Party Claim actively and diligently. The Securityholder Agents and the Company shareholders shall not compromise or settle such Third Party Claim or consent to entry of any judgment in respect thereof without the prior written consent of Parent and/or its affiliates, as applicable. (iii) In the event that the Securityholder Agents assume the defense of the Third Party Claim in accordance with Section 8.2(i)(ii) above, Parent or its affiliates may retain separate counsel and participate in the defense of the Third Party Claim, but the fees and expenses of such counsel shall be at the expense of Parent unless Parent or its affiliates shall reasonably determine that there is a material conflict of interest between or among Parent or its affiliates and the Securityholder Agents and the Company shareholders with respect to a third party claimsuch Third Party Claim, Acquiror in which case the reasonable fees and expenses of such counsel will be borne by the Securityholder Agents and the Company shareholders out of the Escrow Fund. Parent or its affiliates will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Securityholder Agents. Parent will cooperate in the defense of the Third Party Claim and will provide full access to documents, assets, properties, books and records reasonably requested by Securityholder Agents and material to the claim and will make available all officers, directors and employees reasonably requested by Securityholder Agents for investigation, depositions and trial. (iv) In the event that the Securityholder Agents fail or elect not to assume the defense of Parent or its affiliates against such Third Party Claim, which Securityholder Agents had the right to assume under Section 8.2(i)(ii) above, Parent or its affiliates shall have the right to undertake the defense and Parent shall not compromise or settle such Third Party Claim or consent to entry of any judgment in its sole discretion respect thereof without the prior written consent of Securityholder Agents. In the event that the Securityholder Agents are not entitled to conduct assume the defense of and Parent or its affiliates against such Third Party Claim pursuant to settle Section 8.2(i)(ii) above, Parent or resolve its affiliates shall have the right to undertake the defense, consent to the entry of any such claim judgment or enter into any settlement with respect to the Third Party Claim in any manner it may deem appropriate (and Parent or its affiliates need not consult with, or obtain any consent from, the costs and expenses incurred by Acquiror Securityholder Agents in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereundertherewith); provided, however, that Acquiror shall not settle or resolve such claim without except with the prior written consent of the Shareholders’ AgentSecurityholder -------- ------- Agents, which no settlement of any such claim or consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies to the entry of all pleadings, notices and communications any judgment with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and Third Party Claim shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall alone be determinative of the existence validity of or amount of Indemnifiable Damages relating to such matterthe claim against the Escrow Fund. In each case, Parent or its affiliates shall conduct the event defense of the Third Party Claim actively and diligently, and the Securityholder Agents will cooperate with Parent or its affiliates, and will use its best efforts to cause the Company's shareholders, to cooperate in the defense of that claim and will provide full access to documents, assets, properties, books and records reasonably requested by Parent and material to the Shareholders’ Agent has consented to any such settlement or resolutionclaim and will make available all individuals reasonably requested by Parent for investigation, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms depositions and provisions of this Article IXtrial.

Third Party Claims. (a) If the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a claim by a third party (a “Third-Party Claim”) is made against Parent arising out of a matter which will result in a Parent Loss pursuant to Section 2.02, Parent and ▇▇▇▇▇▇▇ shall promptly notify RGGPLS in writing (in reasonable detail) of such claim promptly after receipt of such claim. The failure to promptly notify RGGPLS hereunder shall not impair the payment by the Escrow Agent of Escrowed Funds to the Parent Indemnified Stockholders pursuant to Article IV, Acquiror except to the extent that RGGPLS is actually and materially prejudiced by such failure (except that Parent Losses shall have not include any expenses that were incurred during the right period in its sole discretion which Parent or ▇▇▇▇▇▇▇ failed to conduct give such notice). Thereafter, Parent shall deliver to RGGPLS, within 5 Business Days’ time after receipt thereof, copies of all notices and documents (including court papers) received relating to such Third Party Claim. (b) RGGPLS shall be entitled to participate in the defense of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror in connection with such defensea Third-Party Claim, settlement or resolution (including reasonable legal feesthrough its counsel, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder)at its own expense; provided, however, that Acquiror Parent shall be liable for the reasonable fees and expenses of RGGPLS’ counsel if RGGPLS reasonably determines that the defense of such Third-Party Claim will involve a conflict of interest between Parent and RGGPLS. If RGGPLS so chooses, it may assume the defense of such Third Party Claim, and in such case Parent shall be liable for the reasonable fees and expenses of RGGPLS’ counsel. (c) With respect to any Third Party Claim, Parent shall cooperate with RGGPLS in the defense and prosecution of such Third Party Claim, including by providing records and information that RGGPLS reasonably determines is relevant to such Third-Party Claim. Parent shall not settle or resolve such claim compromise any Third-Party Claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXRGGPLS.

Third Party Claims. If In the Acquiror is subject to Indemnifiable Damages event that the Purchaser becomes aware of a third-party claim which the Purchaser believes may result in a claim against the Purchaser by or has otherwise properly delivered on behalf of an Officer’s Certificate to Indemnified Person, the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a third party claim, Acquiror Purchaser shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror the Purchaser in connection with such defense, settlement or resolution (including reasonable legal attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror the Purchaser may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent Seller shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ AgentSeller, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent Seller shall have objected within [***] thirty (30) days after a written request for such consent by Acquirorthe Purchaser, no settlement or resolution by Acquiror of any such claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent Seller has consented to any such settlement or resolution, or if the Shareholders’ Agent Seller shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall not have any power or authority to object under Section 9.6 7.4 or any other provision of this Article IX VII to recovery the amount of any claim by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXresolution.

Third Party Claims. If any action shall be brought against any Purchaser in respect of which indemnity may be sought pursuant to this Agreement (a “Third Party Claim”), such Purchaser shall promptly notify Seller in writing (a “Claims Notice”), and the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a third party claim, Acquiror Seller shall have the right in its sole discretion to conduct assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser. Any Purchaser shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser except to the extent that (i) the employment thereof has been specifically authorized by the Seller in writing, (ii) the Seller has failed within ten (10) days after the Claims Notice to assume such defense and to settle employ counsel or resolve (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any such claim (material issue between the position of the Seller and the costs position of such Purchaser, in which case the Seller shall be responsible for the reasonable fees and expenses incurred of no more than one such separate counsel. The Seller will not be liable to any Purchaser under this Agreement (y) for any settlement by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim Purchaser effected without the Seller’s prior written consent of the Shareholders’ Agentconsent, which consent shall not be unreasonably withheld, conditioned withheld or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect ; or (z) to the third-party claim extent, but only to the extent that receipt of such documents does not affect any privilege relating a loss, claim, damage or liability is attributable to any Indemnified Person and Purchaser’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser in this Agreement. The indemnification required by this Section 8 shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense made by periodic payments of the third-party claim or settlement negotiations with respect to amount thereof during the third-party claim. However, except with the prior written consent course of the Shareholders’ Agentinvestigation or defense, which consent shall not be unreasonably withheld, conditioned as and when bills are received or delayed and which are incurred. The indemnity agreements contained herein shall be deemed in addition to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement any cause of action or resolution by Acquiror similar right of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person Purchaser against the applicable Escrow Fund for Seller or others and any liabilities the Indemnifiable Damages with respect Seller may be subject to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXpursuant to law.

Third Party Claims. If any claim by an Indemnified Buyer Entity relates to a claim against the Acquiror is Indemnified Buyer Entity by a third party, the Seller may elect at any time to negotiate a settlement of such claim or to defend such claim at the Seller's own cost (subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate the last sentence of this Section 11.5.3(b)) and with its own counsel. The Seller's counsel must be satisfactory to the Shareholders’ Agent Indemnified Buyer Entity in accordance with Section 9.5 hereof with respect its reasonable discretion. If, within 30 days after an Indemnified Buyer Entity gives the Seller a Claim Notice relating to a third party claim, Acquiror the Seller (i) advises the Indemnified Buyer Entity in writing that the Seller will not defend or settle such claim, or (ii) fails to make such an election in writing, the Indemnified Buyer Entity may defend, settle, or pay the claim. Until the Seller makes an election under this Section 11.5.3(b), all of the Indemnified Buyer Entity's reasonable costs relating to such claim will be Damages to be indemnified by the Seller. Each party shall have give the right other party such assistance as may reasonably be requested to ensure the proper defense of such claim. If the Seller elects to defend such claim, the Indemnified Buyer Entity may at its own cost participate in such defense with the counsel of its choice. Such counsel must be satisfactory to the Seller in its sole discretion reasonable discretion. Notwithstanding the above, the Seller shall allow the Indemnified Buyer Entity to conduct assume part or all of such claim if the defense Indemnified Buyer Entity reasonably believes such assumption is necessary to assure that (i) it may enforce any Mortgage Loan or Servicing Rights, (ii) its method of and conducting its business is not materially impaired, (iii) its authority to Service or originate mortgage loans is not materially impaired, or (iv) its reputation, goodwill and/or financial condition are not materially impaired. Neither the Seller nor the Indemnified Buyer Entity is authorized to settle or resolve any such claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to dispose of a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim of more than $5,000 without the prior other party's written consent of the Shareholders’ Agentconsent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IX.

Third Party Claims. If the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent Parent becomes aware of a third-party claim that Parent believes may result in a claim for indemnification in accordance with Section 9.5 hereof with respect to a third party claim, Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund 7.1 by or on behalf of an Indemnified Person, Parent shall promptly notify the Shareholders’ Representative of such third-party claim and provide the Shareholders’ Representative the opportunity to direct, through counsel of its own choosing (who shall be reasonably acceptable to Parent), at its own cost, the defense or settlement of such claim; provided, however, that (a) the claim or proceeding solely seeks (and continues to seek) monetary damages; (b) Parent reasonably determines in good faith that there is no reasonable likelihood that such claim will cause the Indemnified Persons to suffer Losses in excess of the amount held in the Cash Escrow Fund and the Stock Escrow Fund from time to time during the pendency of the claim, excluding any amount subject to any other claim; and (c) the Shareholders’ Representative agrees in writing on behalf of all Indemnifying Shareholders that the Indemnifying Shareholders will be liable for any amounts paid in resolution or settlement of the claim regardless of the limitations set forth in ARTICLE 7 (the conditions set forth in clauses (a) through (c) are, collectively, the “Litigation Conditions”). If the Litigation Conditions are met and the Shareholders’ Representative elects to assume the defense of any such claim or proceeding, the Shareholders’ Representative shall allow the Indemnified Persons to participate in such defense, but in such case the expenses of the Indemnified Persons shall be paid by the Indemnified Persons. An Indemnified Person shall provide the Shareholders’ Representative and counsel with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Shareholders’ Representative in the defense or settlement thereof, and the Indemnified Persons shall be reimbursed for all of their reasonable out-of-pocket expenses in connection therewith. If the Shareholders’ Representative elects to direct the defense of any such claim or proceeding, the Indemnified Persons shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability unless (i) the Shareholders’ Representative consents in writing to such payment, (ii) the Shareholders’ Representative withdraws from the defense of such asserted liability and Parent undertakes the defense or settlement of such claim or proceeding and settles such claim or proceeding in accordance with this Section 7.8 unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Shareholders is entered against Indemnified Persons for such liability. If the Shareholders’ Representative fails to defend or if, after commencing or undertaking any such defense, the Shareholders’ Representative fails to prosecute or withdraws from such defense, or if any of the Litigation Conditions cease to be met, Parent shall have the right to undertake the defense or settlement thereof, and retain counsel, reasonably satisfactory to the Shareholders’ Representative, at the Indemnifying Shareholders’ expense; provided, however, that the Indemnifying Shareholders shall not be required to pay the fees and expenses of more than one counsel for the Indemnified Persons in any single action, except to the extent that two or more such Indemnified Persons shall have conflicting interests in the outcome of such action and, without the consent of the Shareholders’ Representative in writing, no settlement of any such claim with third-party claimants shall be determinative of the existence of or amount of Indemnifiable Damages Losses relating to such mattermatter (but in no event shall the amount of Losses exceed the aggregate of the actual cost incurred by the Indemnified Persons in defending such claim and the amount of such settlement). In the event that If the Shareholders’ Agent has consented Representative consents to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolutionsettlement, neither the Shareholders’ Agent Representative nor any Closing Company Indemnifying Shareholder shall have any power or authority to object under Section 9.6 to the amount or validity of any other provision of this Article IX to recovery claim by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages indemnity with respect to such settlement settlement. Notwithstanding any other provision of this Agreement, any costs and expenses of defense and investigation, including court costs and reasonable attorneys fees incurred or resolution provided such recovery is otherwise suffered by the Indemnified Persons in accordance connection with the terms and provisions defense of any such third party claim, whether or not it is determined that there was a breach or inaccuracy of a representation or warranty or any other matter specified in Section 7.1 as a basis for indemnification under this Article IXAgreement, shall constitute Losses subject to indemnities under Section 7.1.

Third Party Claims. If In the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to event that Acquirer becomes aware of a claim by a third party claim(a “Third-Party Claim”) that Acquirer in good faith believes may result in a claim for Indemnifiable Damages by or on behalf of an Indemnified Person, Acquiror Acquirer shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim Third-Party Claim (and the costs and expenses incurred by Acquiror Acquirer or its Affiliates in connection with such defense, enforcement, settlement or resolution (including reasonable legal attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek Acquirer shall be entitled to receive indemnification pursuant to a claim made hereunder, and such costs and expenses shall constitute Indemnifiable Damages subject to indemnification under Section 7.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from or was in connection with a matter listed in Section 7.2); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The ShareholdersSecurityholders’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to the thirdsuch Third-party claim Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitledPerson, at its expensesubject to execution by the Securityholders’ Agent of Acquirer’s (and, to participate inif required, but not to determine or conduct, any defense of the thirdsuch third party’s) standard non-party claim or settlement negotiations with respect disclosure agreement to the third-party claimextent that such materials contain confidential or propriety information. However, Acquirer shall have the right in its sole discretion to determine and conduct the defense of any Third-Party Claim and the settlement, adjustment or compromise of such Third-Party Claim; provided that any settlement, adjustment or compromise of such Third-Party Claim shall not limit the ability of the Securityholders’ Agent from disputing any claim for indemnification under Section 7.2 except as otherwise expressly set forth in this Section 7.9). Unless otherwise consented to in writing in advance by Acquirer in its sole discretion, the Securityholders’ Agent and its Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the prior written consent settlement, adjustment or compromise thereof). In the event that the Securityholders’ Agent has consented to the amount of the Shareholders’ Agent, any settlement or resolution by Acquirer of any such claim (which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolutiondelayed), or if the ShareholdersSecurityholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction pursuant to Section 8.11 to have unreasonably withheld, conditioned or delayed its consent to the amount of any such settlement or resolution, neither the ShareholdersSecurityholders’ Agent nor any Closing Company Shareholder Indemnifying Holder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX VII to recovery the amount of any claim by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages indemnity with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXresolution.

Third Party Claims. If In the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to event that Purchaser becomes aware of a claim by a third party claimthat would result in Indemnifiable Damages under Section 9.2 if it were assumed that such claim was ultimately determined in favor of such third party (a “Third-Party Claim”), Acquiror Purchaser shall have the right in its sole discretion to conduct the defense of and to settle or resolve such Third-Party Claim. The Equityholders’ Representative shall have the right to receive copies of all pleadings, notices and communications with respect to such Third-Party Claim to the extent that receipt of such documents does not adversely affect any privilege relating to any Indemnified Person (and in such event, Purchaser shall cooperate in good faith with the Equityholders’ Representative to provide such information to the Equityholders’ Representative in a manner that does not adversely affect such applicable privilege, including by entering into joint defense agreements or similar arrangements). However, Purchaser shall have the right in its sole discretion to determine and conduct the defense of any Third-Party Claim and the settlement, adjustment or compromise of such Third-Party Claim. Unless otherwise consented to in writing in advance by Purchaser in its sole discretion, the Equityholders’ Representative and its Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof). In the event that the Equityholders’ Representative has consented to the amount of any settlement or resolution by Purchaser of any such claim (which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to have been given unless the costs and expenses Equityholders’ Representative shall have objected within 30 days after a written request therefor by Purchaser), or if the Equityholders’ Representative shall have been judicially determined to have unreasonably withheld, conditioned or delayed its consent to the amount of any such settlement or resolution, neither the Equityholders’ Representative nor any Selling Securityholder shall have any power or authority to object under this Article IX to the amount of any claim by or on behalf of any Indemnified Person against the Holdback Fund for indemnity with respect to such settlement or resolution. Notwithstanding anything to the contrary contained herein, the Equityholders’ Representative shall not be entitled to object to a claim for Indemnifiable Damages incurred by Acquiror an Indemnified Person in connection with such the defense, enforcement, settlement or resolution (including reasonable legal attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in of a Third-Party Claim on the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to basis that there has been no ultimate determination (including a claim made hereunder); provided, however, that Acquiror shall not settle judgment of a court or resolve such claim without the prior written consent a finding of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications an arbitral body) with respect to such Third-Party Claim. Notwithstanding the third-party claim foregoing, to the extent that receipt this Section 9.8 conflicts with the provisions of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations Section 6.12(e) with respect to Tax Claims, Section 6.12(e) will apply to the third-party claim. However, except with the prior written consent conduct of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXTax Claims.

Third Party Claims. If the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate Each Company shall promptly give notice to the Shareholders’ Agent other Company of any pending or threatened Tax Contest, claim, action, suit, investigation or proceeding brought by a third party relating to (x) any Transaction Taxes or News Transaction Taxes or (y) any Transaction Tax-Related Losses or News Tax-Related Losses for which such Company is or may be indemnified by the other Company under this Section 7 (each, a "Third Party Claim"). Such notice shall contain (i) factual information (to the extent known) describing any asserted Tax liability or other claim in accordance with Section 9.5 hereof reasonable detail and shall be accompanied by copies of any notice and other documents received from any Tax Authority or third party relating to the Third Party Claim, and (ii) the amount of the Third Party Claim. Such notice shall be given within a reasonable period of time after notice thereof was received by such Company, but any failure to give timely notice shall not affect the indemnities given hereunder except, and only to the extent that, the indemnifying Company shall have been actually prejudiced as a result of such failure. Thereafter, each Company shall deliver to the other Company such additional information with respect to a third party claim, Acquiror shall such Third Party Claim in its possession that the other Company may reasonably request. LMC and LEI will have the right to jointly control the defense, compromise or settlement of any Third Party Claim; provided, however, that with respect to any Third Party Claim arising under the Tax Matters Agreement (or otherwise subject to the indemnification provisions of the Tax Matters Agreement), LEI's rights to jointly control, or otherwise participate in its sole discretion to conduct the defense of, such Third Party Claim will be subject to the terms of the Tax Matters Agreement, and LEI acknowledges that it will be limited to settle those rights that LMC is able, through use of reasonable efforts, to obtain on behalf of LEI under the Tax Matters Agreement. LMC shall use reasonable efforts to provide LEI with the right to jointly control with LMC any Third Party Claim arising under the Tax Matters Agreement (or resolve any such claim (and otherwise subject to the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in indemnification provisions of the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunderTax Matters Agreement); provided, however, that Acquiror LMC shall not be required to relinquish any rights that it has to control the defense, compromise or settlement of any such Third Party Claim (other than to LEI pursuant to the foregoing). LMC hereby agrees to make a partial assignment to LEI of any rights it has under the Tax Matters Agreement to allow LEI to jointly control with LMC and News the defense, compromise or settlement of any Tax Contest relating to a News Transaction Tax for which LEI has any indemnity obligation hereunder. No indemnified Company shall settle or resolve compromise or consent to entry of any judgment with respect to any such claim Third Party Claim without the prior written consent of the Shareholders’ Agentindemnifying Company, which consent may be withheld in the indemnifying Company's sole discretion. No indemnifying Company shall not be unreasonably withheld, conditioned settle or delayed. The Shareholders’ Agent shall receive copies compromise or consent to entry of all pleadings, notices and communications any judgment with respect to the third-party claim to the extent that receipt of any such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with Third Party Claim without the prior written consent of the Shareholders’ Agentindemnified Company, which consent shall may not be unreasonably withheld, conditioned withheld or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXdelayed.

Third Party Claims. (a) If the any third party shall notify Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof its affiliates with respect to any matter (hereinafter referred to as a third party claim“Third Party Claim”), which may result in Damages, then Acquiror shall have the right give prompt notice to Stockholders’ Agent (and in its sole discretion to conduct the defense any event within 10 business days) of and to settle or resolve Acquiror becoming aware of any such claim (and Third Party Claim or of facts upon which any such Third Party Claim will be based setting forth such material information with respect to the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant Third Party Claim as is reasonably available to a claim made hereunder)Acquiror; provided, however, that no delay or failure on the part of Acquiror in notifying Stockholders’ Agent shall relieve Stockholders from any obligation hereunder unless Stockholders are thereby prejudiced (and then solely to the extent of such prejudice). (b) In case any Third Party Claim is asserted against Acquiror or its affiliates, Stockholders’ Agent will be entitled, if he so elects by written notice delivered to Acquiror within 30 days after receiving Acquiror’s notice under Section 10.11(a), to assume the defense thereof, at the expense of Stockholders’ Agent, so long as (i) Acquiror has reasonably determined that Damages which may be incurred as a result of the Third Party Claim do not exceed either individually, or when aggregated with all other Third Party Claims, the total dollar value of the Escrow Shares determined in accordance with the Escrow Agreement; and (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief; and (iii) counsel selected by Stockholders’ Agent is reasonably acceptable to Acquiror. If Stockholders’ Agent so assumes any such defense, he shall conduct the defense of the Third Party Claim actively and diligently. Stockholders’ Agent shall not compromise or settle such Third Party Claim or resolve such claim consent to entry of any judgment in respect thereof without the prior written consent of Acquiror. (c) In the Shareholdersevent that Stockholders’ AgentAgent assumes the defense of the Third Party Claim in accordance with Section 10.11(b) above, Acquiror or its affiliates may retain separate counsel and participate in the defense of the Third Party Claim, but the fees and expenses of such counsel shall be at the expense of Acquiror unless Acquiror or its affiliates shall reasonably determine that there is a material conflict of interest between or among Acquiror or its affiliates and Stockholders with respect to such Third Party Claim, in which case the reasonable fees and expenses of such counsel will be reimbursed out of the Escrow Fund. Acquiror or its affiliates will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Stockholders’ Agent which shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to Acquiror will cooperate in the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect Third Party Claim and will provide full access to documents, assets, properties, books and records reasonably requested by Stockholders’ Agent and material to the third-party claim. Howeverclaim and will make available all officers, except with directors and employees reasonably requested by Stockholders’ Agent for investigation, depositions and trial. (d) In the event that Stockholders’ Agent fails or elects not to assume the defense of Acquiror or its affiliates against such Third Party Claim, which Stockholders’ Agent had the right to assume under Section 10.11(b) above, (i) Acquiror or its affiliates shall have the right to undertake the defense and (ii) Acquiror shall not compromise or settle such Third Party Claim or consent to entry of any judgment in respect thereof without the prior written consent of the ShareholdersStockholders’ Agent, Agent which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the ShareholdersStockholders’ Agent has consented is not entitled to assume the defense of Acquiror or its affiliates against such Third Party Claim pursuant to Section 10.11(b) above, (i) Acquiror or its affiliates shall have the right to undertake the defense and (ii) Acquiror shall not compromise or settle such Third Party Claim or consent to entry of any such settlement or resolution, or if judgment in respect thereof without the Shareholdersprior written consent of Stockholders’ Agent which shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have not be unreasonably withheld. In each case, conditioned Acquiror or delayed its consent to any such settlement or resolutionaffiliates shall conduct the defense of the Third Party Claim actively and diligently, neither the Shareholdersand Stockholders’ Agent nor any Closing Company Shareholder shall have any power will cooperate with Acquiror or authority its affiliates in the defense of that claim and will use its reasonable efforts to object under Section 9.6 or any other provision of this Article IX to recovery make available all individuals reasonably requested by or on behalf of any Indemnified Person against the applicable Escrow Fund Acquiror for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms investigation, depositions and provisions of this Article IXtrial.

Third Party Claims. 6.1 The Buyer shall, and shall procure that each Group Company shall notify the Seller of any claim, potential claim, matter or event against the relevant Group Company which might constitute a breach of any of the Warranties (other than a claim under the Taxation Warranties which shall be dealt with under Schedule 2 of the Taxation Deed) or otherwise give rise to a Relevant Claim (a “Third Party Claim”) as soon as is reasonably practicable following receipt of such claim. The Buyer or the relevant Group Company shall retain the conduct or any negotiations, proceedings, settlement or appeals relating to the Third Party Claim but shall consult with the Seller in respect of such matters. 6.2 If the Acquiror is Buyer becomes aware of any Third Party Claim, the Buyer shall, and shall procure that each relevant Group Company: 6.2.1 as soon as reasonably practicable and in any event within 14 days of becoming so aware give notice of such Third Party Claim to the Seller and consult with the Seller in respect of such Third Party; 6.2.2 if so requested by the Seller by no later than 5 Business Days of being so notified, take all reasonable steps or proceedings as the Seller may reasonably consider necessary at the Seller’s expense in order to mitigate, avoid, resist, appeal, dispute, contest, remedy, compromise or defend any such Third Party Claim or enforce against any person (other than the Seller) the rights of the relevant Group Company and the Buyer in relation to the matter the subject of the Third Party Claim subject to Indemnifiable Damages the Buyer or has otherwise properly delivered an Officer’s Certificate relevant Group Company (as appropriate) being indemnified by the Seller to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a third party claimBuyer’s reasonable satisfaction against all costs, Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs damages and expenses incurred by Acquiror in connection with such defense, settlement the Third Party Claim; 6.2.3 promptly provide to the Seller or resolution their duly authorised representative copies of information reasonably required by the Seller (save for information that is privileged) and access to staff (but without any obligation to provide access to the premises of the Buyer’s Group or the Group) to provide information reasonably required by the Seller; 6.2.4 keep the Seller informed of the progress of any Third Party Claim (including reasonable legal feesany proposed settlement, other professionals’ compromise or admission of liability) and experts’ fees and court or arbitration costs) shall be included in provide the Indemnifiable Damages for which Acquiror may seek indemnification pursuant Seller with copies of all material correspondence relating to a claim made hereunder)it; provided, however, that Acquiror shall not settle or resolve such claim without and 6.2.5 save with the Seller’s prior written consent of the Shareholders’ Agent, which (such consent shall not to be unreasonably withheld, conditioned withheld or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but ) not to determine admit liability in respect of, or conductcompromise or settle, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXThird Party Claim.

Third Party Claims. If Promptly after the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a assertion by any third party claimof any claim against any Indemnitee (a “Third-Party Claim”) that, Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable judgment of such Indemnitee, may result in the incurrence by such Indemnitee of Purchaser Damages for which Acquiror may seek such Indemnitee would be entitled to indemnification pursuant to this Agreement, such Indemnitee shall deliver to Seller a claim made hereunder)written notice describing in reasonable detail such Third-Party Claim; provided, however, that Acquiror no delay on the part of the Indemnitee in notifying Seller shall relieve Seller of any liability or obligations hereunder, except to the extent that Seller has been prejudiced thereby, and then only to such extent. Seller shall have the right, but not the obligation, exercisable in its sole discretion by written notice to the Indemnitee within thirty (30) days of receipt of notice from the Indemnitee of the commencement of or assertion of any Third-Party Claim, to assume the defense and control the settlement of such Third-Party Claim. The Indemnitee shall have the right to participate in (but not control), at its own expense, the defense and settlement of any Third-Party Claim. If Seller does not elect to undertake and conduct the defense of a Third-Party Claim, the Indemnitee shall undertake the defense of such Third-Party Claim. In the event Seller has assumed the defense of any Third-Party Claim, Seller shall not settle consent to a settlement of, or resolve the entry of any judgment arising from, any such claim Third-Party Claim without the Indemnitee’s prior written consent of the Shareholders’ Agent, (which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings), notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolutionjudgment relates solely to monetary damages and provides for a complete release of the Indemnitee, in which case, no such consent shall be required. The Indemnitee shall have the right to settle, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf entry of any Indemnified Person against judgment arising from, any Third-Party Claim for which Seller has not assumed the applicable Escrow Fund for defense. Whether or not Seller elects to defend or prosecute any Third-Party Claim, both parties hereto shall cooperate in the Indemnifiable Damages with respect to defense or prosecution thereof and shall furnish such settlement or resolution provided records, information and testimony, and attend such recovery is otherwise conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in accordance with the terms and provisions of this Article IXconnection therewith.

Third Party Claims. If the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate The Purchaser shall give prompt written notice to the Shareholders’ Agent Sellers of any pending or threatened claim or demand by a third party that the Purchaser has determined has given or could give rise to a right of indemnification hereunder (each a “Third Party Claim”), describing in accordance with Section 9.5 hereof reasonable detail the facts and circumstances with respect to a third party claim, Acquiror shall have the right in its sole discretion to conduct the defense subject matter of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder)demand; provided, however, that Acquiror the failure to provide such notice shall not settle release the Sellers from any of its obligations under Section 6 except to the extent the Purchaser is materially prejudiced by such failure, it being understood that notices for claims in respect of a breach of a representation or resolve warranty must be delivered prior to the expiration of the applicable survival period specified in Section 6.1 for such claim representation or warranty. The Sellers shall have the right, but not the obligation, to direct, through counsel of its own choosing, which counsel shall be reasonably satisfactory to the Purchaser, the defense or settlement of any Third Party Claim the subject of indemnification hereunder at its own expense. If the Sellers elect to assume the defense of any such Third Party Claim, the Purchaser may participate in such defense, but in such case the expenses of the Purchaser shall be paid by the Purchaser. The Purchaser shall provide the Sellers with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with the Sellers in the defense or settlement thereof, and the Sellers shall reimburse the Purchaser for all its reasonable out-of-pocket expenses in connection therewith. If the Sellers shall fail to undertake any such defense, the Purchaser shall have the right to undertake the defense or settlement thereof, at the Sellers’ expense. Whether or not the Sellers shall have assumed the defense of a Third Party Claim, the Purchaser shall not admit any liability with respect thereto, or settle, compromise or discharge such Third Party Claim without the Sellers’ prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably delayed or withheld, conditioned . If the Purchaser assumes the defense of any such Third Party Claim pursuant to this Section 6.5 and proposes to settle such claim or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications proceeding prior to a final judgment thereon or to forgo any appeal with respect thereto, then the Purchaser shall give the Sellers prompt written notice thereof and the Sellers shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding at any time by written notice to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXPurchaser.

Third Party Claims. If In the event that Acquiror becomes aware of a third-party Action which constitutes a matter for which either (a) an Indemnified Person is subject entitled to Indemnifiable Damages indemnification under Section 7.2 or has otherwise properly delivered an Officer’s Certificate Section 7.3 or (b) if determined adversely to the Shareholders’ Agent in accordance with Acquiror or any other Indemnified Person, would provide a basis for a claim for indemnification under any of clauses (a) through (j) of Section 9.5 hereof with respect to 7.2 or clauses (a) through (e) of Section 7.3 (each such claim, a third party claim“Third Party Claim”), Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayedThird Party Claim. The ShareholdersSellers’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim any Third Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim Third Party Claim or settlement negotiations with respect to the third-party claimThird Party Claim. However, except with the prior written consent of the ShareholdersSellers’ Agent, which consent shall not be unreasonably withheld, conditioned delayed or delayed conditioned, and which shall be deemed to have been given unless the ShareholdersSellers’ Agent shall have objected within [***] fifteen (15) days after a written request for such consent by Acquiror, no the amount paid in the settlement or resolution by Acquiror of any such claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person the third-party claimant shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the ShareholdersSellers’ Agent has consented (or is deemed to have consented pursuant to the preceding sentence) to any such settlement or resolution, such consent or if deemed consent shall be final and binding on the ShareholdersSellers’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction and the Sellers for all purposes hereunder and not subject to have unreasonably withheldappeal, conditioned or delayed its consent to any such settlement or resolution, and neither the ShareholdersSellers’ Agent nor any Closing Company Shareholder the Sellers shall have any power or authority to object under Section 9.6 7.7(b) or any other provision of this Article IX VII to recovery any claim for Indemnifiable Damages (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals) by or on behalf of any Indemnified Person against the applicable Indemnity Escrow Fund for the Indemnifiable Damages Shares or directly against such Sellers with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXresolution.

Third Party Claims. If In the Acquiror is subject to Indemnifiable Damages event Acquirer becomes aware of a third-party claim which Acquirer in good faith believes may result in an indemnity claim by or has otherwise properly delivered on behalf of an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a third party claimIndemnified Person, Acquiror Acquirer shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror Acquirer in connection with such defense, settlement or resolution (including reasonable legal attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror Acquirer may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The ShareholdersStockholders’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the ShareholdersStockholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the ShareholdersStockholders’ Agent shall have objected within [***] 30 days after a written request for such consent by AcquirorAcquirer, no settlement or resolution by Acquiror Acquirer of any claim that gives rise to a indemnity claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the ShareholdersStockholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the ShareholdersStockholders’ Agent nor any Closing Company Shareholder Converting Holder shall have any power or authority to object under Section 9.6 8.4 or any other provision of this Article IX ARTICLE 8 to recovery the amount of any claim by or on behalf of any Indemnified Person against the applicable Escrow Fund Holdback Amount for the Indemnifiable Damages indemnity with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXresolution.

Third Party Claims. If In the Acquiror event that Buyer becomes aware of a third-party claim or demand (including a threat in writing of such), or is served with a third-party complaint, counterclaim or cross-claim in litigation (collectively, a “Third-Party Claim”) that Buyer reasonably believes may result in a claim for indemnification under this Agreement, Buyer shall promptly notify Seller in the relevant Claim Certificate (or amendment thereof) of such Third-Party Claim and (subject to Indemnifiable Damages any applicable confidentiality or has otherwise properly delivered an Officer’s Certificate privacy obligations or law) the identity of the person or party asserting such claim or demand; provided that the failure to give prompt notice shall not affect the indemnification provided hereunder except if and to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to extent Seller has been actually and materially prejudiced as a third party claim, Acquiror result of such failure. Seller shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the thirdThird-party claim Party Claim to the extent that receipt of such documents does not affect any claim of privilege relating to any Indemnified Person Person, and subject to execution by Seller of Buyer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or propriety information. Seller, shall, at its sole expense, be entitled to participate in any defense of such Third-Party Claim; provided that Buyer shall have the right in its sole discretion to determine and conduct the defense of any Third-Party Claims. Buyer shall be entitled to settle such Third-Party Claim without the consent of Seller; provided that any settlement of a Third-Party Claim without the consent of Seller shall not be determinative of any indemnification Claim that may be made hereunder resulting from such Third-Party Claim. Notwithstanding anything to the contrary contained herein, if there is a Third-Party claim that if adversely determined would give rise to a right of recovery for Indemnifiable Damages hereunder that is either, (a) not otherwise subject to a settlement or other adjudication that is consented to in writing by Seller or (b) is not otherwise determined to constitute Indemnifiable Damages hereunder, then 50% of any amounts incurred by the Indemnified Persons in defense of such Third-Party Claim, shall be deemed Indemnifiable Damages and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of borne by the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise Indemnifying Parties in accordance with this Article VIII and the terms and remaining 50% of such amounts shall be borne by the Indemnified Persons. If there shall be any conflicts between the provisions of this Article IXSection 9.6 and Section 6.10(b) (relating to Tax Contests), the provisions of Section 6.10(b) shall control.

Third Party Claims. If 9.8.1 Upon the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a Buyer becoming aware of any third party claim, Acquiror shall have action or demand or matter which may give rise to any Loss for which the Seller may be liable, the Buyer shall, in order to preserve the Buyer’s possible right to compensation from the Seller for such Loss: (a) give written notice to the Seller in its sole discretion accordance with Clause 9.5.1(a); (b) not make any admission of liability, agreement, settlement or compromise with any third party in relation to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror in connection with such defenseor adjudication, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without obtaining the prior written consent of the Shareholders’ AgentSeller, which consent shall not be unreasonably withheld, conditioned withheld or delayed. The Shareholders’ Agent shall receive copies of all pleadings; (c) not take any action which may have any adverse effect on any insurance policy under which any such third party claim would be recoverable if such action had not been taken; (d) take any action that the Seller reasonably requests to avoid, notices dispute, resist, appeal, compromise or defend such claim at the Seller’s cost and communications with respect expense; (e) give the Seller and its advisors reasonable access to the third-personnel of the Buyer and the Group Companies, and to any relevant properties, premises, accounts, documents and records, and allow the Seller and its advisors to take copies thereof in order to enable the Seller and its advisors to examine the grounds for such claim, to defend against such claim and to conduct any litigation resulting therefrom in accordance with item (f) below; and (f) at the Seller’s request and at the Seller’s cost and expense, allow the Seller (at the Seller’s option) to: (i) handle any negotiation, dispute or litigation relating thereto with any third party and grant the Seller and its advisors all authorisations and all assistance as the Seller and its advisors may reasonably require to enable the Seller and its advisors to defend against the claim and to properly conduct any litigation resulting therefrom; or (ii) participate in and give advice to any negotiation, dispute or litigation relating thereto with any third party; and (iii) at the extent that receipt Seller’s discretion, agree to any settlement, compromise or discharge of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. Howeverprovided, except with the prior written consent in respect of the Shareholders’ Agentsub-clause (f) above, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolutioncompromise must be for monetary damages only, and must provide a full release of the Buyer and all its Affiliates from any and all liabilities relating to such Third Party Claim. 9.8.2 The Party conducting the negotiation, dispute or litigation in respect of any third party claim pursuant to Clause 9.8.1 shall ensure that the Seller or the Buyer, as the case may be, will be informed without undue delay of the developments of the matter, and shall be provided with copies of any correspondence or documentation material to the negotiation, dispute or litigation, provided always that such disclosure is possible without jeopardizing the outcome of such negotiation, dispute or litigation, or if legal privilege in relation thereto. 9.8.3 Any failure by the Shareholders’ Agent Buyer to comply with the provisions of Clause 9.8.1(a) shall not relieve the Seller of its liability hereunder, except to the extent a failure to provide timely or adequate notice pursuant to Clause 9.8.1(a) shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned adversely prejudiced the Seller or delayed its consent to any if such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery failure is otherwise in accordance with the terms and provisions of this Article IXwilful.

Third Party Claims. If In the Acquiror is subject event Purchaser becomes aware of a third-party claim which Purchaser believes may result in a claim for indemnification pursuant to Indemnifiable Damages this ARTICLE 9 by or has otherwise properly delivered on behalf of an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a third party claimIndemnified Person, Acquiror Purchaser shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror Purchaser in connection with such defense, settlement or resolution (including reasonable legal attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror Purchaser may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent Company Shareholder shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ AgentCompany Shareholder, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent Company Shareholder shall have objected within [***] 15 days after a written request for such consent by AcquirorPurchaser, no settlement or resolution by Acquiror Purchaser of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent Company Shareholder has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall not have any power or authority to object under Section 9.6 9.5 or any other provision of this Article IX ARTICLE 9 to recovery the amount of any claim by or on behalf of any Indemnified Person against the applicable Escrow Fund Persons for the Indemnifiable Damages indemnity with respect to such settlement or resolution provided such recovery is otherwise and in accordance with the terms and provisions of this Article IXsuch consented settlement or resolution.

Third Party Claims. If 12.1 SWISSRAY shall indemnify, hold harmless and defend HMSA, its parents, subsidiaries and affiliates and its and their officers, directors, agents, employees and each of their successors and assigns (the Acquiror is "HMSA Indemnified Parties") from and against or, in SWISSRAY's sole absolute discretion, shall settle, any and all third-party claim, loss, liability, cost, damage and expense including, without limitation, reasonable attorneys' fees, with respect to which HMSA or the HMSA Indemnified Parties may suffer (collectively, "Losses") arising out of (1) alleged product liability solely in connection with the design or manufacture of the Products; (2) SWISSRAY's material breach of this Agreement by act or omission of SWISSRAY, its employees, agents, or contractors, or otherwise; and (3) alleged infringement of any patent, copyright, trademark, trade secret or other intellectual property right solely in connection with the design or manufacture of the PRODUCTS (collectively, "Patent Claims"), provided that, SWISSRAY shall have no obligation for Losses for Patent Claims if PRODUCTS that are the subject of any Patent Claims have been altered or modified by HMSA or its customers or have been combined by HMSA with any other product or have been made to Indemnifiable Damages HMSA's specifications or has otherwise properly delivered an Officer’s Certificate custom made at HMSA's request. 12.1.1 Notwithstanding anything to the Shareholders’ Agent contrary in this Agreement SWISSRAY's liability for Losses indemnified under 12.1(2) (but not under 12.1(1) or 12.1(3)) shall be limited to the actual purchase price paid by HMSA's customer for Spare Parts or PRODUCTS with respect to which such claim for Losses is made. 12.1.2 In the event a claim is made against SWISSRAY that PRODUCT or Spare Parts infringe the intellectual property rights of any third party, SWISSRAY may at its option (a) obtain a license for HMSA and its customers to continue to use or to sell the infringing PRODUCT; or (b) replace or modify the PRODUCT so that it performs substantially in accordance with Section 9.5 hereof with respect its specifications and avoids the alleged infringement. Moreover, SWISSRAY may cancel all orders for PRODUCT or Spare Parts effected by such Patent Claim and, in such event, HMSA shall use commercially reasonable efforts to a third mitigate its damages. HMSA acknowledges and agrees that SWISSRAY's liability for cancelling orders for PRODUCT or Spare Parts pursuant to this section 12.1.2 shall be limited to the purchase price that would have been paid by HMSA's customer for such cancelled PRODUCTS or Spare Parts. 12.2 HMSA shall indemnify, hold harmless and defend SWISSRAY and its parents, subsidiaries and affiliates and its and their officers, directors, agents, employees and each of their successors and assigns (the "SWISSRAY Indemnified Parties") from and against or, in HMSA's sole absolute discretion, shall settle, any and all third-party claim, Acquiror loss, liability, cost, damage and expense, including, without limitation, reasonable attorneys' fees, which SWISSRAY or the SWISSRAY Indemnified Parties may suffer arising out of (1) any act or omission of HMSA, its employees, agents or contractors in connection with the satisfaction of HMSA's obligations under this Agreement; and (2) HMSA's material breach of this Agreement, including its obligations described in Exhibit C. 12.3 The indemnifications set forth above are conditioned upon HMSA or SWISSRAY, as the case may be, giving the other party prompt notice if its receipt of a claim for which indemnification is sought hereunder. The indemnified party shall, at no out-of-pocket expense to the indemnifying party, cooperate with the indemnifying party in respect of the defense of such matter. The indemnified party shall have the right right, without affecting its indemnity hereunder, to participate in its sole discretion to conduct the administration, defense or settlement of and to settle or resolve any such claim (matter at its own expense and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror counsel of its own choosing. The indemnifying party shall not settle or resolve such any claim indemnified hereunder without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices indemnified party unless the indemnified party is given a full and communications with unconditional release in respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and . 12.4 The provisions of this Article IXsection 12 shall survive the expiration or earlier termination of this Agreement.

Third Party Claims. If In the Acquiror event Buyer becomes aware of a third-party claim which Buyer in good faith believes is subject reasonably likely to result in Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to (a third party claim“Third Party Claim”), Acquiror Buyer shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (Third Party Claim. Buyer shall timely notify the Sellers’ Representative of a Third Party Claim, and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionalsSellers’ and experts’ fees and court or arbitration costs) Representative shall be included in have the Indemnifiable Damages for which Acquiror may seek indemnification pursuant right to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim Third Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its sole option and expense, to participate in, but not to determine or conduct, any defense of the third-party claim Third Party Claim or settlement negotiations with respect to the third-party claimThird Party Claim. However, except with the prior written consent of the ShareholdersSellers’ AgentRepresentative, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the ShareholdersSellers’ Agent Representative shall have objected within [***] thirty (30) Business Days after a written request for such consent is delivered to the Sellers’ Representative by AcquirorBuyer, no settlement or resolution by Acquiror Buyer of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person the Indemnifying Parties shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the ShareholdersSellers’ Agent Representative has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the ShareholdersSellers’ Agent Representative nor any Closing Company Shareholder Indemnifying Party shall have any power or authority to object under Section 9.6 or any other provision of this Article IX ARTICLE 9 to recovery the amount of any claim by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages indemnity with respect to such settlement or resolution provided but only to the extent that the amount of any such recovery claim by or on behalf of any Indemnified Person is otherwise equal to or less than the amount consented to in accordance with the terms and provisions of this Article IXany such settlement or resolution.

Third Party Claims. If (a) Promptly after receipt by any Parent Indemnified Party of notice of the Acquiror commencement or assertion of any action, proceeding, demand, claim or investigation by a third party (an “Asserted Liability”) that may result in a Loss which is subject indemnifiable under this Article VII, such Parent Indemnified Party shall promptly deliver a Claim Notice with respect thereto to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate Seller Representative; provided that a failure to provide such Claim Notice promptly shall not amount to a waiver of such claim unless and only to the Shareholders’ Agent in accordance with Section 9.5 hereof extent that the resulting delay materially prejudices the position of the Selling Equityholders, as the indemnifying party, with respect to such claim. (b) Seller Representative shall have thirty (30) days from receipt of the Claim Notice (or less if the nature of the claim requires and such necessary shortened deadline is specified in the Claim Notice) (the “Notice Period”) to notify the Parent Indemnified Party in writing (i) whether or not Seller Representative disputes the liability to the Parent Indemnified Party hereunder with respect to the Loss, and (ii) whether or not Seller Representative desires at the cost and expense of the Selling Equityholders to defend the Parent Indemnified Party against such Asserted Liability (regardless of whether or not it disputes the liability with respect to such Asserted Liability). Notwithstanding the foregoing, Seller Representative shall not be entitled to assume control of the defense of an Asserted Liability without Parent’s written consent (in its sole discretion) if (i) such Asserted Liability relates to or arises in connection with any criminal proceeding, indictment, allegation or investigation of Parent or any of its Subsidiaries, including the Surviving Company and its Subsidiaries, by a third party claimGovernmental Entity, Acquiror (ii) the Asserted Liability seeks to impose any material liability, obligation or restriction upon Parent or any of its Subsidiaries, including the Surviving Company and its Subsidiaries, other than for money damages, (iii) the amount of claimed Losses relating to such Claim exceeds the value of the remaining Reserved Shares or (iv) counsel to Parent has advised Parent that there are one or more defenses available to the Parent Indemnified Party that are not available to the Selling Equityholders or a conflict of interest exists between the Parent Indemnified Party and the Selling Equityholders, in the opinion of counsel to the Parent Indemnified Party, in respect of such Asserted Liability. (c) If Seller Representative notifies the Parent Indemnified Party within the Notice Period that it desires to defend the Parent Indemnified Party against an Asserted Liability, subject to Section 7.5(b), Seller Representative shall have the right in to defend all appropriate proceedings with counsel of its sole discretion own choosing (but reasonably satisfactory to conduct the defense of Parent Indemnified Party) and such proceedings shall be diligently prosecuted by it. If Seller Representative exercises the right to settle or resolve undertake any such claim defense against any Asserted Liability, (and i) the costs and expenses incurred by Acquiror Parent Indemnified Party shall provide reasonable cooperation to Seller Representative in connection with such defense, settlement or resolution at the Selling Equityholders’ cost and expense, (including reasonable legal fees, other professionals’ ii) Seller Representative shall keep the Parent Indemnified Party appraised of material developments regarding such Asserted Liability and experts’ fees and court or arbitration costs(iii) shall be included in the Indemnifiable Damages for which Acquiror Parent Indemnified Party may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitledelect, at its such Parent Indemnified Party’s sole cost and expense, to participate in, but in such defense with separate counsel of its choice. (d) If Seller Representative elects not to determine defend the Parent Indemnified Party against an Asserted Liability or conductdoes not provide an answer within the Notice Period or Parent does not consent to Seller Representative assuming control of the defense under Section 7.5(b), any Parent shall be entitled to assume control of and appoint lead counsel for defense of the third-party claim or settlement negotiations with respect such Asserted Liability and all reasonable fees and expenses of one firm of attorneys (in addition to local counsel to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which extent reasonably necessary) in connection thereof shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request considered Losses for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision purposes of this Article IX VII and shall be subject to recovery by or on behalf indemnification hereunder. If Parent undertakes the defense of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise Asserted Liability in accordance with this Section 7.5(d), (i) Seller Representative shall provide reasonable cooperation to Parent in such defense, (ii) Parent shall keep Seller Representative appraised of material developments regarding such Asserted Liability, and (iii) Seller Representative may elect, at the terms Selling Equityholders’ sole cost and provisions expense, to participate in such defense with separate counsel of this Article IXits choice.

Third Party Claims. If In the Acquiror is subject to Indemnifiable event Parent becomes aware of a claim by a Third Party (a “Third-Party Claim”) that Parent in good faith believes may result in a claim for Damages by or has otherwise properly delivered on behalf of an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a third party claimIndemnified Person, Acquiror Parent shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (Third-Party Claim and the costs and expenses incurred by Acquiror Parent in connection with such defense, settlement or resolution (including reasonable legal attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may Parent shall be entitled to seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent Sellers shall have the right to receive copies of all pleadings, notices and communications with respect to the thirdsuch Third-party claim Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitledPerson, at its expensesubject to execution by the Sellers of Parent’s (and, to participate inif required, but not to determine or conduct, any defense of the thirdsuch Third Party’s) standard non-party claim or settlement negotiations with respect disclosure agreement to the third-party claimextent that such materials contain confidential or propriety information. However, except Parent shall have the right in its sole discretion to determine and conduct the defense of any Third-Party Claim and the settlement, adjustment or compromise of such Third-Party Claim. Unless otherwise consented to in writing in advance by Parent in its sole discretion, the Sellers and their Affiliates may not participate in any Third-Party Claim or any action related to such Third- Party Claim (including any discussions or negotiations in connection with the prior written consent settlement, adjustment or compromise thereof). In the event that the Sellers have consented to the amount of the Shareholders’ Agent, any settlement or resolution by Parent of any such claim (which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to have been given unless the Shareholders’ Agent Sellers shall have objected within [***] twenty (20) days after a written request for such consent therefor by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolutionParent), or if the Shareholders’ Agent Sellers shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to the amount of any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder Sellers and Indemnifying Party (a) shall not have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery the amount of any claim by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages indemnity with respect to such settlement or resolution provided resolution, (b) shall be deemed to have approved the related Claim Certificate and (iii) shall instruct the Escrow Agent to distribute to Parent an amount in cash from the Escrow Fund equal to the applicable Damages with respect to such recovery is otherwise in accordance with the terms and provisions of this Article IXThird-Party Claim.

Third Party Claims. If 11.1 ▇▇▇▇▇▇▇▇▇ shall promptly inform SIRONA in the Acquiror is subject event a third party, directly or indirectly, brings a claim against SIRONA, including but not limited to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate claims where ▇▇▇▇▇▇▇▇▇ intends to the Shareholders’ Agent claim indemnification from SIRONA. ▇▇▇▇▇▇▇▇▇ shall promptly provide SIRONA with notice of any such claim and reasonably assist SIRONA in defending such claims, including but not limited to claims arising in a lawsuit, and shall act only in accordance with Section 9.5 hereof the reasonable written instructions of SIRONA. SIRONA shall reimburse ▇▇▇▇▇▇▇▇▇ for expenses incurred in such defense. ▇▇▇▇▇▇▇▇▇ agrees to defend and indemnify SIRONA, and hold it harmless, from and against any and all claims, actions, liabilities, losses, costs and expenses arising out of the death or injury to any person, property damage, loss or economic injury caused by ▇▇▇▇▇▇▇▇▇ (including, without limitation, in connection with respect a breach of this Agreement). SIRONA agrees to defend and indemnify ▇▇▇▇▇▇▇▇▇, and hold it harmless, from and against any and all claims, actions, liabilities, losses, costs and expenses arising out of (i) the death or injury to any person, property, damage loss or economic injury caused by SIRONA and (ii) the infringement by the Contractual Products of intellectual property of a third party. 11.2 If a third party claim, Acquiror shall have raises well-founded claims against ▇▇▇▇▇▇▇▇▇ on the right in its sole discretion to conduct the defense grounds of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror in connection with such defensean infringement of intellectual property rights because of the delivery of Contractual Products, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) SIRONA shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitledobliged, at its expenseown discretion and cost on the part of SIRONA, either: 11.2.1 to acquire the rights to use from the person or entity entitled to grant such rights; or 11.2.2 to modify the infringing product parts so as not to infringe upon the said rights; or 11.2.3 to replace the infringing product parts with non-infringing parts; or 11.2.4 if the above is not reasonably achievable, to participate intake back the products in question and reimburse the sales price, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claimless depreciation. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which Claims shall be deemed to have been given unless well-founded only if they are acknowledged as such by SIRONA or finally adjudicated as such in a legal proceeding defended by ▇▇▇▇▇▇▇▇▇ at the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror instruction and expense of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. SIRONA. 11.3 In the event that issues arise regarding infringement of intellectual property of third parties which are not covered by the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXSubsection 11.1 and 11.2, SIRONA and ▇▇▇▇▇▇▇▇▇ shall attempt to reach an amicable agreement between themselves in settlement of these questions, having due regard for their mutual interests.

Third Party Claims. If (a) In the event Acquiror is becomes aware of a third-party claim which Acquiror believes may result in a demand against the Escrow Fund, Acquiror shall promptly notify the Shareholders' Agent of such claim; provided, however, that no delay in notifying the Shareholders' Agent shall affect the rights of any Indemnified Person to indemnification hereunder unless (and then solely to the extent that) the interests of Target shareholders and option holders in the Escrow Fund are prejudiced or damaged thereby. By written notice to Acquiror within twenty (20) days after delivery of notice of such a claim, the Shareholders' Agent and the Target shareholders for whom shares of Acquiror Common Stock otherwise issuable to them are deposited in the Escrow Fund shall be entitled, at their expense, to participate in any defense of such claim by Acquiror, which (subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with provisions of Section 9.5 hereof 8.7(b) with respect to a third -------------- certain third-party claim, claims) shall direct the defense and settlement of such claims. Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder)claim; provided, however, that Acquiror shall may not settle or resolve effect the settlement of any such claim without the prior written consent of the Shareholders’ ' Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ ' Agent has consented to any such settlement or resolutionsettlement, or if the Shareholders’ ' Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any no power or authority to object under Section 9.6 8.5 or any other provision of this Article IX ----------- ------- VIII to recovery by or on behalf the amount of any Indemnified Person claim by Acquiror against the applicable Escrow Fund for the Indemnifiable Damages ---- indemnity with respect to such settlement. (b) Except in the case of claims for equitable relief and claims for money damages which may exceed the amounts then remaining and available in the Escrow Fund for indemnification under this Article VIII, the Shareholders' Agent ------------- shall be entitled to assume the defense of such claim, by written notice to Acquiror within twenty (20) days after delivery of notice of a third-party claim pursuant to Section 8.7(a). If the Shareholders' Agent Assumes the defense of --------------- such a claim, (i) the Shareholders' Agent shall defend the Indemnified person against the matter with counsel reasonably satisfactory to the Indemnified Person; (ii) the Indemnified Person may retain separate co-counsel at its sole cost and expense (except that the Shareholders' Agent shall be responsible for the fees and expenses of the separate co-counsel to the extent that the counsel the Shareholders' Agent has selected has a conflict of interest); (iii) the Indemnified Person will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Shareholders' Agent (not to be withheld unreasonably); and (iv) the Shareholders' Agent will not consent to the entry of any judgment with respect to the matter, or resolution enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases Acquiror and the Indemnified Person from all liability with respect thereto, without the written consent of Acquiror and the Indemnified Person. In the event the Shareholders' Agent does not timely assume the defense of such third-party claim as provided herein, then Acquiror and the Indemnified Person may defend against, or enter into any settlement with respect to, the matter in any manner they reasonably may deem appropriate. At any time after commencement of any such recovery action, the Shareholders' Agent may request an Indemnified Person to accept a bona fide offer from the other parties to the action for a monetary settlement payable solely by Target shareholders and option holders (which does not burden or restrict the Acquiror or Indemnified Person nor otherwise prejudice the Acquiror or Indemnified Person) whereupon such settlement shall be accepted unless the Acquiror or Indemnified Person determines that the dispute should be continued. In the event such settlement is rejected by the Acquiror or Indemnified Person, Target shareholders and option holders shall be liable for indemnity hereunder only to the extent of the lesser of (i) the amount of the settlement offer or (ii) the amount for which the Acquiror or Indemnified Person is liable with respect to such action and, if the settlement offer represents the lesser amount of liability for the Acquiror or Indemnified Person (but does not burden or restrict the Acquiror or Indemnified Person nor otherwise prejudice the Acquiror or Indemnified Person), the Shareholders' Agent shall be entitled to reimbursement of all costs and legal fees incurred in accordance connection with the terms applicable matter after the date of rejection of such settlement by the Acquiror or Indemnified Person. The party controlling the defense of any third party claim shall deliver, or cause to be delivered, to the other party copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in connection with the defense of the third party claim, and provisions of this Article IXtimely notices of, and the right to participate in (as an observer) any hearing or other court proceeding relating to the third party claim.

Third Party Claims. If the Acquiror is subject Purchaser becomes aware of a third party claim (a “Third Party Claim”) which the Purchaser reasonably believes may result in a claim for indemnification by a Purchaser Indemnified Party pursuant to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof this Article IX (except for claims with respect to a third party claim, Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunderSection 9.2(a)(ix); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheldgoverned by Section 8.2), conditioned or delayed. The Shareholders’ Agent the Purchaser shall receive copies of all pleadings, notices and communications with respect to notify the third-party claim to the extent that receipt Stockholder promptly of such documents does not affect any privilege relating to any Indemnified Person claim, and the Stockholder shall be entitled, at its his expense, to participate in, but not to determine or conduct, any the defense of such Third Party Claim. If there is a Third Party Claim that, if adversely determined, would give rise to a right of recovery for Losses under the third-party claim Agreement, then any amounts incurred by the Purchaser Indemnified Parties in defense or settlement negotiations of such Third Party Claim, regardless of the outcome of such claim, shall be deemed Losses under the Agreement. The Purchaser shall have the right in its sole discretion to conduct the defense of, and to settle, any such claim and the Stockholder shall not have a right of approval or consent with respect to the third-party claim. Howeverany such Third Party Claim; provided, that except with the prior written consent of the Shareholders’ Agent, which Stockholder (such consent shall not to be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquirordelayed), no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person Third Party Claim with third party claimants shall be determinative of the existence of or amount of Indemnifiable Damages Losses relating to such mattermatter or otherwise admissible in any proceeding or used in any way to resolve any dispute with respect to the amount of Losses. In If the event that Stockholder becomes aware of a third party claim (a “Company Third Party Claim”) which he reasonably believes may result in a claim for indemnification by the Shareholders’ Agent has consented Stockholder pursuant to this Article IX, the Stockholder shall notify the Purchaser promptly of such claim, and the Stockholder shall be entitled, at his expense, to participate in, but not to determine or conduct, the defense of such Company Third Party Claim. The Purchaser shall have the right in its sole discretion to conduct the defense of, and to settle, any such claim and the Stockholder shall not have a right of approval or consent with respect to any such settlement or resolutionCompany Third Party Claim; provided, or if that except with the Shareholders’ Agent shall have been determined by a final non-appealable court order consent of a court of competent jurisdiction the Stockholder (such consent not to have be unreasonably withheld, conditioned or delayed its consent to delayed), no settlement of any such settlement Company Third Party Claim with third party claimants shall be determinative of the amount of Losses relating to such matter or resolution, neither the Shareholders’ Agent nor otherwise admissible in any Closing Company Shareholder shall have proceeding or used in any power or authority way to object under Section 9.6 or resolve any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages dispute with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions amount of this Article IXLosses.

Third Party Claims. 5.1 If the Acquiror is subject Purchaser or the relevant Group Company has a right of recovery or indemnity against a person, including an insurer, in respect (in whole or in part) of a matter which has given rise to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate could give rise to a Claim (a right of recovery), the Purchaser must; (a) notify the Contributing Parties’ Representatives of the right of recovery as soon as reasonably practicable following it coming to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect notice of the Purchaser or any member of the Purchaser Group; (b) exercise all reasonable commercial endeavours to a third party claimmitigate its loss (including, Acquiror shall have where applicable, the right in its sole discretion to conduct the defense exercise and enforcement of and to settle or resolve any such claim right of recovery); and (c) provide the Contributing Parties’ Representatives and the costs and expenses incurred by Acquiror in connection their advisers with such defense, settlement or resolution (including reasonable legal fees, other professionalsinformation and updates as the Contributing Parties’ and experts’ fees and court or arbitration costs) shall be included Representatives reasonably require in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent respect of the Shareholders’ Agent, which consent shall exercise of any such right of recovery. 5.2 The Contributing Parties will not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies liable to make payment in respect of all pleadings, notices and communications with respect to the third-party claim a Claim to the extent that receipt the Purchaser or the relevant Group Company has actually recovered from a third party, including an insurer, an amount which relates to the matter that gave rise to the Claim (in whole or in part). For the avoidance of doubt, this paragraph 5.2 shall not relieve the Contributing Parties from any liability to the extent that the amount so recovered (less the reasonable costs and expenses of making such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense recovery) falls short of the third-party claim or settlement negotiations with respect amount of the Claim. 5.3 If the Contributing Parties pay an amount to the third-party claim. HoweverPurchaser in respect of a Claim and the Purchaser subsequently recovers from a third party, except with including an insurer, an amount which relates (in whole or in part) to the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim matter that gives gave rise to a claim against such applicable Escrow Fund the Claim (2, the purchaser must notify the Contributing Parties’ Representatives of that fact and the amount recovered and: (a) if the amount paid by or on behalf of the Contributing Parties to the Purchaser is less than the amount recovered from the third party, the Purchaser must pay the Contributing Parties an Indemnified Person shall be determinative of amount equal to the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented Contributing Parties paid to any such settlement or resolution, or the Purchaser; or (b) if the Shareholders’ Agent shall have been determined amount paid by a final non-appealable court order the Contributing Parties to the Purchaser is more than the amount recovered from the third party, the Purchaser must pay the Contributing Parties an amount equal to the amount recovered from the third party, less, in each case, the reasonable costs and expenses of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any recovering such settlement or resolution, neither third party amount incurred by the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXPurchaser Group.

Third Party Claims. If 1.1 In the Acquiror is subject event of an assertion or any commencement by any person of any claim, action or proceeding against the Purchaser or any Group Company which may result in a Relevant Claim being made by the Purchaser, whether or not the Escrow remains in effect, (a “third party claim”), the Purchaser shall have the sole right to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to proceed with the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a defence of any such third party claim, Acquiror with counsel reasonably satisfactory to the Sellers’ Representative, and shall have procure that notice of such third party claim is promptly given to the right in its sole discretion to conduct Sellers’ Representative after the defense Purchaser becomes aware of and to settle or resolve any such third party claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror any failure on the part of the Purchaser to so notify the Sellers’ Representative shall not settle limit any of the obligations of the Sellers under this Agreement (except to the extent such failure prejudices the defence of such third party claim). 1.2 Subject always to the entitlement of legal professional privilege, at the Purchaser’s cost and subject to the entry into of appropriate confidentiality agreements, the Sellers shall provide reasonable co-operation to the Purchaser in connection with any third party claim, including the Sellers providing the Purchaser with reasonable access to relevant records and information. 1.3 If the Purchaser makes any admission of liability, agreement, settlement, adjustment or resolve compromise in relation to any such third party claim without obtaining the express prior written consent of the ShareholdersSellers’ AgentRepresentative to such admission, which agreement, settlement, adjustment or compromise (such consent not to be unreasonably withheld or delayed), the Purchaser shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect able to make any Relevant Claim in relation to the third-matters, events or circumstances to which the relevant third party claim to relates. If the extent that receipt of Sellers’ Representative provides such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the express prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which then this shall be deemed without prejudice to any defence the Sellers may have been given unless to any Relevant Claim made by the Shareholders’ Agent Purchaser in relation to the matters, events or circumstances to which the relevant third party claim relates. 1.4 In no circumstances shall have objected within [***] after a written request for such consent by Acquirorthe Purchaser make any admission of liability, no settlement agreement, settlement, adjustment or resolution by Acquiror compromise in relation to any third party claim if to do so would result in liability to any current or former director, officer or employee of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXGroup Company.

Third Party Claims. If In the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to event Acquirer becomes aware of a third party claim, Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to (a "Third Party Claim") which Acquirer reasonably determines in good faith may result in a demand against the extent that receipt Escrow Fund, Acquirer shall notify the Company of such documents does not affect any privilege relating to any Indemnified Person claim, and the Company, shall be entitled, at its expense, to participate in, but not to determine or conduct, in any defense of the third-party claim or settlement negotiations with respect to the third-party such claim. HoweverAcquirer shall have the right in its reasonable discretion to settle any such Third Party Claim; provided, except with however, that if Acquirer settles any such Third Party Claim without the prior written Company's consent of the Shareholders’ Agent, (which consent shall not be unreasonably withheldwithheld or delayed), conditioned or delayed and which such settlement shall not be deemed to have been given unless dispositive in the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to event Acquirer makes a claim against such applicable the Escrow Fund by or on behalf of an Indemnified Person shall be determinative of with respect to the existence of or amount of Indemnifiable Damages relating to Losses incurred by Acquirer in such mattersettlement. In the event that the Shareholders’ Agent Company has consented to any such settlement or resolutionsettlement, or if the Shareholders’ Agent Company shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any no power or authority to object under Section 9.6 or any other provision of this Article IX 6 to recovery by or on behalf the amount of any Indemnified Person claim by Acquirer against the applicable Escrow Fund for with respect to the Indemnifiable Damages amount of Losses incurred by Acquirer in such settlement. For the avoidance of doubt, the Company shall have the right in its sole discretion and at its sole expense to conduct the defense of, and to settle, any Third Party Claim which is not an Assumed Liability in accordance with the provisions of this Agreement (an "Assumed Defense") and Acquirer hereby agrees to provide reasonable support at Company's expense with respect to such claims as requested by the Company. If the Company exercises its right to conduct an Assumed Defense, then the Company shall not make any assertion or agree to any settlement in the defense of such Third Party Claim without the prior consent (which consent shall not be unreasonably withheld or resolution provided delayed) of Acquirer to the extent that any such recovery is otherwise assertion or settlement would prejudice or impair Acquirer's rights and interests in accordance with any Purchased Asset, including, but not limited to, any admission of infringement. Notwithstanding anything in this Section 6.2(e) to the terms and provisions contrary, Acquirer shall not make any assertion or agree to any settlement in the defense of this Article IXany Third Party Claim without the prior consent (which consent shall not be unreasonably withheld or delayed) of the Company to the extent that any such assertion or settlement would (i) result in any obligation on the part of the Company to indemnify a claim pursuant to Section 6.2(a)(i)(C), or (ii) prejudice or impair the Company's ability to defend or settle any claims then pending or threatened against the Company. including, but not limited to, any admission of infringement.

Third Party Claims. If (a) In order for a Buyer Indemnitee or Seller Indemnitee (the Acquiror “indemnitee”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of, or involving a claim or demand made by any Person against the indemnitee (a “Third-Party Claim”), such indemnitee must notify the Party from whom indemnification hereunder is subject to Indemnifiable Damages sought (the “indemnitor”) in writing of the Third-Party Claim reasonably promptly after such claim or has otherwise properly delivered an Officer’s Certificate demand is first asserted. Such notice shall state in reasonable detail the amount or estimated amount of such Third-Party Claim (if reasonably ascertainable), and shall identify the basis (or bases) for such Third-Party Claim (to the Shareholders’ Agent extent reasonably ascertainable). Failure or delay to give such notification shall not relieve the indemnitor of its indemnification obligation provided hereunder except to the extent the indemnitor shall have been actually and materially prejudiced as a result of such failure. Thereafter, the indemnitee shall deliver to the indemnitor copies of all material notices and documents relating to the Third-Party Claim (as reasonably requested by the indemnitor) so long as any such disclosure would not, in accordance with Section 9.5 hereof the reasonable opinion of counsel, have an adverse effect on the attorney-client or any other privilege that may be available to the indemnitee in connection therewith. (b) If a Third-Party Claim is made against an indemnitee and if (i) the Deductible has been exceeded (if the indemnitors are Sellers and it is reasonably likely that the indemnitors (if the indemnitors are the Sellers) will bear a greater proportion of the resulting Losses (due to the applicable limitations and obligations set forth in this Agreement) than the indemnitee), (ii) such Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iii) the Third-Party Claim does not involve a Material Customer, Material Supplier or Governmental Authority (other than a claim with respect to Taxes made by a third party claimTaxing Authority), (iv) settlement of, Acquiror shall have or an adverse judgment with respect to, the right Third-Party Claim is not, in its sole discretion the good faith judgment of the indemnitee, likely to conduct establish a precedential custom or practice adverse to the continuing business interests or the reputation of the indemnitee, and (v) the indemnitor conducts the defense of the Third-Party Claim actively and diligently, the indemnitor may elect to settle or resolve any such claim (assume and control the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitleddefense thereof, at its expense, with counsel selected by the indemnitor that is reasonably acceptable to indemnitee, by providing the indemnitee with notice within fifteen (15) days after the indemnitor’s receipt from the indemnitee of notice of the Third-Party Claim. If the indemnitor assumes such defense, the indemnitee shall have the right to participate inin the defense thereof and to employ counsel, but not to determine or conductat its own expense, any defense separate from the counsel employed by the indemnitor; provided that indemnitee’s expenses of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which counsel shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request an indemnified Loss for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision purposes of this Article IX 8 if such counsel reasonably concludes that a conflict exists between indemnitee and indemnitor that cannot be waived. If the indemnitor is eligible to recovery assume the defense of a Third-Party Claim pursuant to this Section 8.4.1(b) and the indemnitor elects not to assume such defense, the indemnitor shall reimburse the indemnitee for any Losses incurred by or on behalf indemnitee in the defense of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXThird-Party Claim.

Third Party Claims. If the Acquiror Purchaser is subject sued or threatened to Indemnifiable Damages be sued by a third party, including without limitation any governmental entity, or has otherwise properly delivered an Officer’s Certificate if Purchaser is subjected to any audit or examination by any Tax authority, which may give rise to a claim of Purchaser pursuant to this Article 11, Purchaser shall give Seller prompt written notice of such third-party claim (but in no event later than ten (10) Business Days after Purchaser became aware of such claim). Purchaser shall ensure that Seller shall be provided with all materials, information and assistance relevant in relation to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a third third-party claim, Acquiror shall have the right in its sole discretion be given reasonable opportunity to conduct the defense of and comment or discuss with Purchaser any measures which Seller proposes to settle take or resolve any such claim (and the costs and expenses incurred by Acquiror omit in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) a third-party claim. No admission of liability shall be included in made by Purchaser and the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a third-party claim made hereunder); provided, however, that Acquiror shall not settle be compromised, disposed of, or resolve such claim settled without the prior written consent of the Shareholders’ AgentSeller. Further, which consent Seller shall not be unreasonably withheldentitled at its own discretion and expense to take such action, conditioned or delayedcause Purchaser to take such action as Seller shall deem necessary to avoid, dispute, deny, CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. The Shareholders’ Agent shall receive copies of all pleadingsPORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK. defend, notices and communications with respect to the resist, appeal, compromise, or contest such third-party claim in the name and on behalf of Purchaser. Purchaser shall give, subject to it being paid all reasonable out-of-pocket costs and expenses, all such information and assistance, as described above, including access to premises and personnel and including the right to examine and copy or photograph any assets, accounts, documents, records and electronically stored data, for the purpose of avoiding, disputing, denying, defending, resisting, appealing, compromising or contesting any such claim or liability as Seller or its professional advisers may reasonably request. To the extent that receipt Seller is in breach of a guarantee, all out-of-pocket expenses reasonably incurred by Purchaser in defending such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with instructions from Seller shall be borne by Seller. If it turns out that Seller was not in breach, any out-of-pocket expenses reasonably incurred by Seller in connection with the terms defence shall be borne by Purchaser. In case of a breach of the aforesaid obligations, Purchaser shall only be entitled to claim damages based on the respective breach of guarantee (i) if and provisions to the extent the damage suffered did not result from Purchaser’s breach of this Article IXthe aforementioned obligations, and (ii) if and to the extent Seller or its Affiliates did not lose claims for indemnification against any third party as a result of Purchaser’s breach of obligation.

Third Party Claims. If Any Person making a claim for indemnification under this Section 6.2 (an “Indemnitee”) shall notify the Acquiror is subject indemnifying party (an “Indemnitor”) of the claim in writing promptly after receiving written notice of any action, lawsuit, proceeding, investigation or other claim against it (if by a third party), describing the claim, the amount thereof (if known and quantifiable) and the basis thereof; provided that any such notice required to Indemnifiable Damages or has otherwise properly be provided to Sellers as Indemnitors pursuant hereto shall be delivered to Seller Representative; provided further that the failure to so notify an Officer’s Certificate Indemnitor shall not relieve the Indemnitor of its obligations hereunder except to the Shareholders’ Agent extent that (and only to the extent that) the Indemnitor has been materially prejudiced thereby. Any Indemnitor (or to the extent the Indemnitor is a Seller, Seller Representative) shall be entitled to participate in accordance with Section 9.5 hereof with respect to a third party claim, Acquiror shall have the right in its sole discretion to conduct the defense of such action, lawsuit, proceeding, investigation or other claim giving rise to an Indemnitee’s claim for indemnification at such Indemnitor’s expense, and at its option (subject to settle or resolve any such claim (and the costs and expenses incurred limitations set forth below) shall be entitled to assume the defense thereof by Acquiror appointing a reputable counsel reasonably acceptable to the Indemnitee to be the lead counsel in connection with such defense; provided that, settlement prior to the Indemnitor (or resolution to the extent the Indemnitor is a Seller, Seller Representative) assuming control of such defense it shall, within 30 days of its receipt of an indemnification claim, first verify to the Indemnitee in writing that such Indemnitor shall be responsible (including reasonable legal feeswith no reservation of any rights) for all liabilities and obligations relating to such claim for indemnification; and provided, other professionals’ further, that: (a) the Indemnitee shall be entitled to participate in the defense of such claim and experts’ to employ counsel of its choice for such purpose; provided that the fees and court or arbitration costs) expenses of such separate counsel shall be included in borne by the Indemnifiable Damages for which Acquiror may seek indemnification pursuant Indemnitee (other than any fees and expenses of such separate counsel that are incurred prior to the date the Indemnitor or Seller Representative, as applicable, effectively assumes control of such defense which, notwithstanding the foregoing, shall be borne by the Indemnitor, and except that the Indemnitor shall pay the reasonable fees and expenses of such separate counsel if the Indemnitee has been advised by counsel that a claim made hereunderreasonable likelihood exists of a conflict of interest between the Indemnitor and the Indemnitee); provided; (b) the Indemnitor or Seller Representative, howeveras applicable, that Acquiror shall not settle be entitled to assume control of such defense (unless otherwise agreed to in writing by the Indemnitee) and the Indemnitor shall pay the reasonable fees and expenses of counsel retained by the Indemnitee if (1) the claim for indemnification relates to or resolve arises in connection with any criminal or quasi criminal proceeding, action, indictment, allegation or investigation; (2) the Indemnitee reasonably believes an adverse determination with respect to the action, lawsuit, investigation, proceeding or other claim giving rise to such claim without for indemnification would be materially detrimental to the Indemnitee’s future business prospects; (3) the claim seeks an injunction or equitable relief against the Indemnitee; (4) the Indemnitee has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnitor and the Indemnitee; (5) upon petition by the Indemnitee, the appropriate court rules that the Indemnitor or Seller Representative, as applicable, failed or is failing to vigorously prosecute or defend such claim; (6) the claim is with respect to Taxes, (7) the Indemnitee reasonably believes that the Indemnitor lacks the financial resources to satisfy any Losses relating to the claim, or (8) the claim for indemnification would reasonably be expected to result in greater liability to the Indemnitee than the Indemnitor, taking into account the Deductible and other limitations on indemnification herein; (c) if the Indemnitor or Seller Representative, as applicable, shall control the defense of any such claim, such Person shall obtain the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies Indemnitee before entering into any settlement of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party a claim or settlement negotiations with respect ceasing to the third-party claim. Howeverdefend such claim if, except with the prior written consent pursuant to or as a result of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolutioncessation, injunctive or other equitable relief will be imposed against the Indemnitee or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither does not expressly and unconditionally release the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages Indemnitee from all liabilities and obligations with respect to such settlement claim, without prejudice; and (d) if the Indemnitor or resolution provided Seller Representative, as applicable, is not entitled to, or does not, assume control of such recovery is otherwise in accordance with defense pursuant to the terms and preceding provisions of this Article IXSection 6.4, the Indemnitee shall control such defense without waiving any right that the Indemnitee may have against the Indemnitor for indemnification pursuant to this Section 6.4.

Third Party Claims. If 13.7.1 As soon as practicably possible after receipt by the Acquiror is subject Buyer or a Group Company of a notice of any claim not being fully covered by the Insurance Policy and which may entitle the Buyer to Indemnifiable Damages make a Claim (including a Tax Indemnity Claim) against the Seller (a “Third Party Claim”), the Buyer shall notify the Seller in writing and the Buyer shall thereafter consult with the Seller in respect of the Third Party Claim and permit, and ensure that the Group permits the Seller and its advisers reasonable access to all relevant employees of the Group or has otherwise properly delivered an Officerthe Buyer’s Certificate group, as applicable, documents, information and records, for the purpose of investigating the matter and enabling the Seller to take any action required in connection with this clause 13.7, in each case to the Shareholders’ Agent extent reasonably required by the Seller and permitted by applicable Law. 13.7.2 Provided that the Seller irrevocably and in accordance with Section 9.5 hereof with respect writing accepts its liability towards the Buyer for any and all Losses resulting from such Third Party Claim, the Seller is entitled, by written notice to a third party claimthe Buyer, Acquiror shall have the right in its sole discretion to conduct assume control of the defense of and the Third Party Claim with counsel of its own choice on behalf of the relevant Group Company at its own cost. If the Seller decides to settle or resolve any such claim (assume control of the defense, the Buyer and the relevant Group Company will cooperate with the Seller and its advisors in the defense of the Third Party Claim, to the extent reasonably required and subject always to applicable Law, including gathering information, documentation and evidence, ensuring reasonable access to employees of the Group or the Buyer’s group, as applicable, for interviews and presence at trial, and taking all such action, which the Seller may reasonably request. Any reasonable and documented out of pocket costs and expenses incurred by Acquiror the Buyer or any Group Company in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) cooperation shall be included paid by the Seller. The Seller shall, in its sole discretion, defend, settle or otherwise make arrangements regarding an Third Party Claim which the Indemnifiable Damages for which Acquiror may seek indemnification Seller has assumed control of pursuant to a claim made hereunder)this clause 13.7.2; provided, however, provided that Acquiror Seller shall not settle or resolve such claim any Third Party Claim without the Buyer’s consent (such consent not to be unreasonably withheld or delayed) unless such settlement is only for the payment of a monetary amount for which Seller shall be entirely responsible and the Buyer and each applicable Group Company is fully released by the third party from all liability in respect of such Third Party Claim. The Seller shall only use any documents, information and access obtained in accordance with this clause for the purpose of the relevant Third Party Claim and, except to the extent disclosure is required in the framework of the legal or arbitral proceedings, the Seller shall keep such documents and information confidential. 13.7.3 Whether or not the Seller has assumed control of the defense, the Buyer shall not admit any liability with respect to or settle, compromise or discharge a Third Party Claim, without the Seller’s prior written consent (such consent not to be unreasonably withheld or delayed). If the Seller does not, or until the Seller does, assume control of the Shareholders’ Agentdefense, which consent the Buyer shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies keep the Seller informed on an ongoing basis of all pleadings, notices and communications with respect significant developments in relation to the third-party claim to Third Party Claim, including such information as the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person Seller may reasonably require, and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event take all action(s) that the Shareholders’ Agent has consented Seller may reasonably request to any such settlement avoid, dispute, resist, defend or resolution, or if appeal the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXThird Party Claim.

Third Party Claims. (a) In the event that any Purchaser Indemnified Person becomes aware of a third-party claim which such Purchaser Indemnified Person believes may result in a demand for indemnification under Section 10.2, such Purchaser Indemnified Person shall promptly (and in any event, within five (5) business days after service of the citation or summons) notify the Company's Agent of such claim in writing. After receipt of such notice, the Company's Agent shall be entitled, if it so elects, at the Purchaser Indemnified Persons own cost and expense, (i) to take control of the defense and investigation of such lawsuit or action so long as the Company's Agent pursues such defense and investigation in a diligent and good faith manner, and (ii) to employ and engage attorneys of its own choice to handle and defend the same. (b) If the Acquiror is subject Company timely assumes the defense and control of a third-party claim, (i) the Purchaser Indemnified Person shall be allowed a reasonable opportunity to Indemnifiable Damages participate in the defense of such claim with its own counsel and at its own expense, unless (x) the named parties to such third-party claim include such persons whose involvement would, in the reasonable opinion of counsel for the Purchaser Indemnified Person, be inappropriate due to an actual or potential conflict of interest or (y) if the Company's Agent shall not have employed counsel within a reasonable time after the Purchaser Indemnified Person has otherwise properly delivered an Officer’s Certificate given notice of the institution of a third-party claim, in either of which events, the Company's Agent shall bear the reasonable fees and expenses of such counsel for the Purchaser Indemnified Person, in either of which events the Company's Agent shall bear the reasonable fees and expenses of such counsel for the Purchaser Indemnified Person, and (ii) the Company's Agent shall be entitled to compromise or settle such third-party claim only if such compromise or settlement involves no cost or liability to the Shareholders’ Agent in accordance with Section 9.5 hereof Purchaser Indemnified Person and includes an unconditional release of the Purchaser Indemnified Person from all liability with respect to a third such third-party claim. In the event that the Company’s Agent exercises the right to undertake any such defense against any such third-party claim as provided above, Purchaser Indemnified Person shall cooperate with the Company's Agent in such defense and make available to the Company's Agent, at the Company's Agent 's expense, all witnesses, pertinent records, materials and information in Purchaser Indemnified Person 's possession or under Purchaser Indemnified Person 's control relating thereto as is reasonably requested by the Company's Agent. Similarly, in the event Purchaser Indemnified Person is, directly or indirectly, conducting the defense against any such third-party claim, Acquiror the Company's Agent shall cooperate with Purchaser Indemnified Person in such defense and make available to the Purchaser Indemnified Person, at the Company’s Agent’s expense, all such witnesses, records, materials and information in the Company's Agent 's possession or under the Company's Agent's control relating thereto as is reasonably requested by Purchaser Indemnified Person. (c) If the Company's Agent fails to assume the defense of such claim within fifteen (15) calendar days after receipt of the claim notice, the Purchaser Indemnified Person will have the right in its sole discretion to conduct undertake the defense defense, compromise or settlement of such claim on behalf of and for the account and risk of the Company's Agent (provided, that to settle or resolve any such claim (and the costs extent it is determined that the Purchaser Indemnified Person was entitled to indemnification pursuant to this Article X, the Purchaser Indemnified Person shall be reimbursed for out-of-pocket fees and expenses incurred by Acquiror in connection with such defensedefense either directly, settlement or resolution (including reasonable legal feesthrough release or allocation, other professionals’ and experts’ fees and court or arbitration costs) shall be included as applicable to funds in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunderHoldback Amount or Escrow Fund); provided, however, that Acquiror such claim shall not settle be compromised or resolve such claim settled without the prior written consent of the Shareholders’ Company's Agent, which consent shall not be unreasonably withheld. If the Purchaser Indemnified Person assumes the defense of the claim, conditioned the Purchaser Indemnified Person will keep the Company's Agent reasonably informed of the progress of any such defense, compromise or delayed. settlement. (d) The Shareholders’ Escrow Agent shall receive copies of all pleadings, notices and communications with respect not disburse the Escrow Funds to the any third-party claim to except in accordance with joint written instructions received from the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person Purchaser and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Company's Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Company's Agent has consented in writing to any such settlement or resolutionsettlement, or if the Shareholders’ Company's Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any no power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IX.10.5

Third Party Claims. If In the Acquiror is subject event Parent or the Surviving Corporation receives written notice of a third-party claim (a "Third Party Claim") which Parent reasonably expects may result in a demand against the Escrow Fund, Parent shall provide the Stockholder Agent with reasonably prompt written notice thereof. The Stockholder Agent, as representative for the stockholders of the Company, shall have the right to Indemnifiable Damages participate in or, by giving written notice to Parent, to assume the defense of any Third Party Claim at the expense of the Escrow Fund and by counsel selected by the Stockholder Agent (which counsel must be reasonably satisfactory to Parent), and Parent will cooperate in good faith (and shall be permitted to participate at Parent's expense) in such defense; provided, however, that the Stockholder Agent shall not be entitled to assume control of the defense of any Third Party Claim that (i) could reasonably be expected to have any impact on the ongoing operations or has otherwise properly delivered an Officer’s Certificate goodwill of the Surviving Corporation or Parent, the Intellectual Property or the Software or (ii) could reasonably be expected to result in Losses in excess of the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a third party claim, Acquiror Escrow Fund. Parent shall have the right in its sole discretion to conduct the defense of and to settle any Third Party Claim contemplated by clause (i) or resolve any such claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costsii) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder)above; provided, however, that Acquiror shall not settle or resolve if Parent settles any such claim Third Party Claim without the prior Stockholder Agent's written consent of the Shareholders’ Agent, (which consent shall not be unreasonably withheld, conditioned withheld or delayed. The Shareholders’ Agent shall receive copies of all pleadings), notices and communications Parent may not make a claim against the Escrow Fund with respect to the third-party claim to amount of Losses incurred by Parent in such settlement; provided, further, that if the extent that receipt of such documents does not affect Stockholder Agent settles any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior Third Party Claim without Parent's written consent of the Shareholders’ Agent, (which consent shall not be unreasonably withheldwithheld or delayed), conditioned or delayed and which such settlement shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matternull and void. In the event that the Shareholders’ Stockholder Agent has consented to any such settlement or resolutionsettlement, or if the Shareholders’ Stockholder Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any no power or authority to object under Section 9.6 or any other provision of this Article IX VIII to recovery by or on behalf the amount of any Indemnified Person claim by Parent against the applicable Escrow Fund for the Indemnifiable Damages with respect to the amount of Losses incurred by Parent in such settlement or resolution provided such recovery is otherwise in accordance with as consented to by the terms and provisions of this Article IXStockholder Agent.

Third Party Claims. If In the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to event that a Parent Indemnified Party becomes aware of a third party claimClaim (a “Third Party Claim”) which such Parent Indemnified Party reasonably believes may result in an indemnification claim pursuant to this Article VIII, Acquiror such Parent Indemnified Party shall have notify the right Representative (or, in its sole discretion to conduct the defense event indemnification is being sought hereunder directly from a Company Stockholder, such Company Stockholder) of and to settle or resolve any such claim (pursuant to the procedures set forth in Section 8.5, and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) Representative shall be included entitled on behalf of the Company Indemnifying Parties (or, in the Indemnifiable Damages for which Acquiror may seek event indemnification pursuant to is being sought hereunder directly from a claim made hereunder); providedCompany Stockholder, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and Company Stockholder shall be entitled), at its their expense, to participate in, but not to determine or conduct, any the defense of such Third Party Claim, and shall have the third-party claim or settlement negotiations right to receive copies of all pleadings, notices, filings, documents and other correspondences with respect to such Third Party Claim (except to the extent outside counsel to the Parent Indemnified Party reasonably determines that the disclosure of such correspondences could jeopardize the privileged nature of any such documents). The Parent Indemnified Party shall have the right in its sole discretion to conduct the defense of, and to settle, any such Third Party Claim; provided, however, that the Parent Indemnified Party shall consult in good faith with the Representative with respect to the third-party claim. Howeverdefense of any such Third Party Claim; provided, further, that except with the prior written consent of the Shareholders’ AgentRepresentative (or, which consent shall not be unreasonably withheldin the event indemnification is being sought hereunder directly from a Company Stockholder, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by AcquirorCompany Stockholder), no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person Third Party Claim with third party claimants shall be determinative of the existence of or amount of Indemnifiable Damages Losses relating to such mattermatter nor shall it affect the Representative’s power and authority to object with respect to such Third Party Claim pursuant to Section 8.5. If there is a Third Party Claim that, if adversely determined would give rise to a right of recovery for Losses hereunder, then any amounts paid, sustained, suffered or incurred by the Parent Indemnified Parties in defense of such Third Party Claim, regardless of the outcome of such claim, shall be deemed Losses hereunder. In the event that the Shareholders’ Agent Representative (or, if such indemnification claim is made directly against a Company Stockholder, such Company Stockholder) has consented to any such settlement or resolutionwith respect to an indemnification claim under Section 8.2(a), or if the Shareholders’ Agent Company Stockholders shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall not have any power or authority to object under Section 9.6 or any other provision of this Article IX VIII to recovery by or on behalf the amount of any Indemnified Person Third Party Claim by Parent against the applicable Indemnity Escrow Fund for Fund, or against the Indemnifiable Damages Company Stockholders directly, as the case may be, with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXsettlement.

Third Party Claims. (a) If Buyer is entitled to indemnification under §8.2.1 for Buyer Losses arising from, relating to or constituting any Proceeding instituted by any third party (any such third-party Proceeding being referred to as a “Third-Party Action”), Buyer shall give Seller prompt written notice of the Acquiror is subject commencement of such Third-Party Action. To the extent practicable and permitted, the complaint or other papers pursuant to Indemnifiable Damages or which the third party commenced such Third-Party Action shall be attached to such written notice. The failure to give prompt written notice will not affect Buyer’s right to indemnification unless such failure has otherwise properly delivered an Officermaterially and adversely prejudiced Seller’s Certificate ability to the Shareholders’ Agent in accordance with Section 9.5 hereof defend successfully such Third-Party Action. (b) Other than with respect to a third party claim, Acquiror any Third-Party Action for which Buyer seeks recovery under the R&W Policy for which the insurer under the R&W Policy shall have the right in its sole discretion to conduct directly or indirectly control the defense thereof, Seller may participate in, and, to the extent Seller desires, at any time assume the defense of such Third-Party Action with attorneys retained by Seller, subject to the limitations set forth in §8.4.3(c). The cost of such defense assumed by Seller shall be paid by Seller. Upon and after notice from Seller to settle Buyer of its election to assume the defense of such Third-Party Action, Buyer shall not have the right to be indemnified under this §8 for any legal or resolve any such claim (and the costs and other expenses incurred by Acquiror Buyer in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder)defense thereof; provided, however, that Acquiror Buyer shall be entitled at any time, at its own cost and expense, to participate in such defense and to be represented by attorneys of its own choosing. At the expense of Seller, Buyer shall cooperate in the conduct of such defense to the extent reasonably requested by Seller in the contest and defense of such Third-Party Action, including but not limited to providing reasonable access (upon reasonable notice) to the Books and Records and employees of the Acquired Companies if relevant to the defense of such Third-Party Action. In the event Seller assumes the defense of a Third-Party Action, Seller shall keep Buyer apprised of the status of any Third-Party Action for which it has assumed the defense, shall furnish Buyer with all documents and information that Buyer reasonably requests, and shall consult with Buyer prior to acting on major matters, including settlement discussions. If Seller does not assume the defense of a Third-Party Action, Buyer shall be entitled to conduct its own defense and to be represented by attorneys of its own choosing, and cost and expense thereof shall be indemnified from the Indemnity Escrow Amount as provided herein. (c) Notwithstanding anything to the contrary in this §0, Buyer shall have the right to assume control of the defense, and Seller shall not have the right to assume control of the defense, if the Third-Party Action which Seller seeks to assume control of: (1) seeks non-monetary relief; (2) involves criminal or quasi-criminal allegations; (3) is one in which Seller and a Buyer Indemnitee are both named in the complaint; (4) could reasonably be expected to adversely affect the Taxes of a Buyer Indemnitee for a taxable period (or portion thereof) beginning after the Closing Date; or (5) involves a claim for which an adverse determination would have an adverse effect on a Buyer Indemnitee’s reputation or future business prospects. Furthermore, Seller shall not be entitled to control, and Buyer shall be entitled to have sole control over, the defense of any Third-Party Action if at any time any of the following conditions are not satisfied: (i) Seller shall have acknowledged, or if requested by Buyer confirmed, in writing that it shall be fully responsible for all Losses relating to, and costs of defending, such Third-Party Action without giving effect to any of the limitations set forth in this Agreement; (ii) Seller is diligently defending such Third-Party Action; (iii) the Losses claimed in such Third-Party Action are less than the remaining Indemnity Escrow Amount less all amounts subject to other pending but unresolved indemnification claims; and (iv) there does not exist a conflict of interest between Seller and any Buyer Indemnitee that, in the reasonable judgment of Buyer, cannot be waived, other than a conflict of interest arising solely from the obligation to indemnify. The fees and expenses of counsel to the Indemnified Party with respect to a Third-Party Action shall be considered Losses for purposes of this Agreement. (d) The Buyer Indemnitees shall have the right to compromise and settle a Third Party Action, where such settlement or compromise may result in Losses which are indemnifiable by Seller, without the consent of Seller, recognizing that the determination of whether such Losses are indemnifiable by Seller shall be determined in separate negotiations or Proceedings. Seller may not concede, settle or resolve such claim compromise any Third-Party Action without the prior written consent of the Shareholders’ AgentBuyer, which consent Buyer shall not be unreasonably withheld, conditioned withhold or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to delay if the third-party claim to the extent that receipt of such documents proposed settlement (i) does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of involve the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf imposition of an Indemnified Person shall be determinative of injunction or other equitable relief on any Buyer Indemnitee, (ii) expressly and unconditionally releases the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages Buyer Indemnitees from all Liabilities with respect to such settlement Third-Party Action (and all other claims arising out of the same or resolution provided such recovery similar facts and circumstances), with prejudice, (iii) does not include a provision for Losses or potential Losses not fully covered by the R&W Policy or in excess of the then-remaining Indemnity Escrow Amount less all amounts subject to other pending but unresolved indemnification claims, and (iv) is otherwise in accordance with not reasonably expected to have a material adverse effect on the terms and provisions affected business of this Article IXany Buyer Indemnitee.

Third Party Claims. If In the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to event Acquirer becomes aware of a claim by a third party claim(a “Third-Party Claim”) that Acquirer in good faith believes may result in a claim for Indemnifiable Damages pursuant to this Article VIII by or on behalf of an Indemnified Person, Acquiror Acquirer shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim Third-Party Claim (and the reasonable costs and expenses incurred by Acquiror Acquirer in connection with such defense, defense and negotiation of any settlement or resolution (including reasonable legal attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) ), but not the payments or any other costs of such settlement or resolution itself (unless such payments or costs are otherwise determined to be Indemnifiable Damages hereunder), shall be included in the Indemnifiable Damages for which Acquiror may seek Acquirer shall be entitled to receive indemnification pursuant to a claim made hereunder, and such costs and expenses shall constitute Indemnifiable Damages subject to indemnification under Section 8.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of or resulted from a matter listed in Section 8.2(a); providedprovided that, howevernotwithstanding the foregoing, such Indemnifiable Damages (i) shall be so included with respect to a Third-Party Claim only to the extent that Acquiror shall not settle or resolve an Indemnified Person would be entitled to recover for such claim without the prior written consent Indemnifiable Damages pursuant to a matter listed in Section 8.2(a) assuming such Third-Party Claim were ultimately determined in favor of the Shareholders’ Agent, third party making such Third-Party Claim and (ii) such Indemnifiable Damages shall be subject to the same limitations contained in this Article VIII as the matter listed in Section 8.2(a) to which consent shall not be unreasonably withheld, conditioned or delayedsuch indemnifiable Damages relates). The ShareholdersStockholders’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to the thirdsuch Third-party claim Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitledPerson, at its expensesubject to execution by the Stockholders’ Agent of Acquirer’s (and, to participate inif required, but not to determine or conduct, any defense of the thirdsuch third party’s) standard non-party claim or settlement negotiations with respect disclosure agreement to the third-party claimextent that such materials contain confidential or propriety information. However, except Acquirer shall have the right in its sole discretion to determine and conduct the defense of any Third-Party Claim and the settlement, adjustment or compromise of such Third-Party Claim. Unless otherwise consented to in writing in advance by Acquirer in its sole discretion, the Stockholders’ Agent and its Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the prior written consent settlement, adjustment or compromise thereof). Solely to the extent that either the Stockholders’ Agent has consented to the amount of the Shareholders’ Agent, any settlement or resolution by Acquirer of any such claim (which consent shall not be unreasonably withheld, conditioned or delayed withheld and which consent shall be deemed to have been given unless the ShareholdersStockholders’ Agent shall have objected within [***] 20 days after a written request for such consent therefor by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolutionAcquirer), or if the ShareholdersStockholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed withheld its consent to the amount of any such settlement or resolution, neither the ShareholdersStockholders’ Agent nor any Closing Company Shareholder Converting Holder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX VIII to recovery the amount of any claim by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages indemnity with respect to such settlement or resolution provided resolution. If the Stockholders’ Agent reasonably objects to any such recovery is otherwise settlement, the existence or amount of Indemnifiable Damages shall be determined in accordance with the terms and provisions of this Article IXSection 8.6.

Third Party Claims. If (i) In the Acquiror is subject event Parent becomes aware of a third-party claim which Parent reasonably believes may result in a demand against the Escrow Fund pursuant to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to this Article IX, Parent shall notify the Shareholders’ Agent Stockholder Representative in accordance with Section 9.5 hereof with respect to a third party writing of such claim, Acquiror . The Stockholder Representative shall have the right in its sole discretion to conduct elect to assume the defense of and such claim unless (x) the Losses arising from such claim may reasonably be expected to settle exceed the Escrow Amount, (based solely on the damages alleged by the third party, if any damages are alleged), (y) the claim seeks relief which would limit or resolve otherwise adversely affect the conduct of business by the Company, or (z) the Losses arising from such claim may result in a Tax Loss occurring in a Straddle Period or relate to a taxable period beginning after the Closing Date. Failure by the Stockholder Representative to notify Parent of its election to assume the defense of any such claim or litigation by a third party within ten (10) Business Days after notice thereof has been given to the Stockholder Representative shall be deemed a waiver by the Stockholder Representative of its right to assume the defense of such claim or litigation, and the costs Parent shall have the right to retain its own counsel, without prejudice to its right of indemnification under this Agreement. All claims for legal fees and expenses incurred or other Losses against the Escrow Fund for which Parent is entitled to indemnification pursuant to this Section 9.3(f) shall be subject to the claims processing and dispute procedures set forth in this Section 9.3. (ii) The Stockholder Representative, if it is entitled to and does assume the defense, shall retain counsel reasonably satisfactory to Parent to defend such claim and shall pay the fees and disbursements of such counsel with regard thereto. If the Stockholder Representative elects to assume the defense, the obligations under Article IX of this Agreement shall include taking all steps necessary in the investigation, defense or settlement of such claim or litigation (including the retention of legal counsel) and holding Parent harmless from and against any and all Losses caused by Acquiror or arising out of any settlement approved by the Stockholder Representative or any judgment in connection with such defense, settlement claim or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder)litigation; provided, however, that Acquiror (x) the Stockholder Representative shall first consult with Parent regarding such settlement, (y) no settlement may be made by the Stockholder Representative without the consent in writing of Parent, unless such settlement (i) releases Parent from any liability in respect thereof, (ii) does not include any admission of culpability on the part of Parent and (iii) does not impose an injunction or other equitable relief upon Parent, the Company or its Subsidiaries or otherwise impose affirmative or negative covenants on Parent, the Company or its Subsidiaries and (z) the Stockholder Representative shall not settle or resolve such claim enter into any settlement with respect to Taxes without the prior written consent of the Shareholders’ AgentParent’s consent, which consent shall not be unreasonably withheld. If the Stockholder Representative elects to assume the defense, conditioned the Stockholder Representative shall permit Parent to participate in such defense or delayed. The Shareholders’ Agent settlement through separate counsel chosen by Parent, with the fees and expenses of such separate counsel borne by Parent; provided, however, that in the event Parent shall receive copies conclude (upon the advice of all pleadingscounsel) that there may be legal defenses or rights available to it which are different from, notices and communications with respect in actual conflict with, or additional to those available to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and Stockholder Representative, Parent shall be entitledentitled to select separate counsel to act on its behalf and the Stockholder Representative shall pay the reasonable separate counsel fees and other reasonable expenses related thereto and, at its expense, to participate in, but not to determine or conduct, any defense of such fees and expenses will be paid from the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matterFund. In the event that the Shareholders’ Agent Stockholder Representative has consented in writing to any such settlement or resolutionsettlement, or if the Shareholders’ Agent Company Stockholders shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any no power or authority to object under Section 9.6 or any other provision of this Article IX to recovery any claim for an amount less than or equal to the amount of such settlement by or on behalf of any Indemnified Person Parent against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement. (iii) Parent, if Parent is entitled to and does assume the defense, shall retain counsel reasonably satisfactory to the Stockholder Representative to defend such claim and shall pay the fees and disbursements of such counsel with regard thereto. If Parent elects to assume the defense, the obligations under Article IX of this Agreement shall include taking all steps necessary in the investigation, defense or settlement of such claim or resolution provided litigation (including the retention of legal counsel) and holding the Stockholder Representative harmless from and against any and all Losses caused by or arising out of any settlement approved by the Parent or any judgment in connection with such recovery is otherwise in accordance claim or litigation; provided, however, that Parent shall first consult with the terms Stockholder Representative regarding such settlement. If Parent elects to assume such third-party claim or litigation, Parent shall permit the Stockholder Representative to participate in such defense or settlement through separate counsel chosen by the Stockholder Representative, with the fees and provisions expenses of this Article IXsuch separate counsel borne by such the Stockholder Representative; provided, however, that in the event the Stockholder Representative shall conclude (upon the advice of counsel) that there may be legal defenses or rights available to it which are different from, in actual conflict with, or additional to those available to Parent, the Stockholder Representative shall be entitled to select separate counsel to act on its behalf and the Stockholder Representative shall pay the reasonable separate counsel fees and other reasonable expenses related thereto and, such fees and expenses will be paid from the Escrow Fund. In the event the Company becomes aware of a third-party claim for which the Company reasonably believes it may be indemnified by Parent pursuant to Section 9.2 hereof, the Company shall notify Parent in writing of such claim and Parent shall assume the defense, including all costs and expenses associated therewith, of such claim. (iv) The failure of the indemnified party to give reasonably prompt notice of any indemnification claim shall not release, waive or otherwise affect the indemnifying party’s obligations with respect thereto except to the extent that the indemnifying party can demonstrate actual loss and prejudice as a result of such failure.

Third Party Claims. If the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a Seller Indemnified Party becomes aware of any third party claim, Acquiror which could lead to a breach of the Sellers' representations and warranties ("THIRD PARTY Claim"), the Seller Indemnified Party shall have cause that it or the right relevant Subsidiary will: (a) as soon as reasonably practicable, but in no event later than ninety (90) days after the date the Seller Indemnified Party became aware of the circumstance giving rise to a Third Party Claim, give notice thereof to the Sellers; provided that the failure to so notify shall not relieve the Seller of it is obligations hereunder, except to the extent that the Sellers are actually and materially prejudiced thereby; (b) not make any admission of liability, agreement or compromise with any person, body or authority in relation thereto, which would result in a liability pursuant to Section 9 on the part of any of the Sellers, without obtaining the prior consent of such Seller; (c) in any action use its sole discretion reasonable efforts to conduct the defense of resist, defend, appeal and to settle or resolve any compromise such claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder)best interest of any of the Sellers; provided, however, that Acquiror this paragraph (c) does not require the Seller Indemnified Party to act against its own best interest; and (d) give the Sellers and their duly authorised representatives, reasonable access within ordinary working hours to the appropriate books and records and personnel of the Seller Indemnified Party and to any relevant premises, accounts, documents and records within their respective power, to enable the Sellers, or their duly authorised representatives, to examine such claim, premises, accounts, documents and records and to take copies or photocopies thereof. The Seller shall have, during thirty (30) days after receipt of a Seller Indemnified Party's notice, the right to assume the conduct and control of such negotiation, dispute or litigation to the extent the Sellers acknowledge their indemnity obligation and assume and hold the Seller Indemnified Party harmless from and against the full amount of any Loss resulting therefrom, provided, that the Sellers shall permit the Seller Indemnified Party to participate in such defence at its own cost through counsel of its own choice. If the relevant Seller does not within such thirty (30) days period undertake to handle such negotiation, dispute or litigation, then the Seller Indemnified Party shall have the right to handle such negotiation, dispute or litigation, but shall not settle or resolve such claim without thereby waive any right to indemnity therefore pursuant to this Agreement. In addition, the prior written consent of the Shareholders’ Agent, which consent Sellers shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect entitled to assume the third-party claim to the extent that receipt control of such documents does not affect negotiation, dispute or litigation or settle any privilege relating such claims if (i) such Third Party Claim could give rise or the settlement would give rise to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense Losses in excess of the third-party claim amount indemnified by the Sellers pursuant to Section 9.1 or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned (ii) such Third Party Claim seeks or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise would result in accordance with the terms and provisions of this Article IX.an injunction or

Third Party Claims. If (i) Upon receipt of written notice from the Acquiror is Indemnitee of a Claim, the Indemnitor may provide counsel (such counsel subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a third party claim, Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ AgentIndemnitee, which consent shall not be unreasonably withheld) to defend the Indemnitee against the matter from which the Claim arose, conditioned at the Indemnitor's sole cost, risk and expense. If the Indemnitor assumes such defense, the Indemnitee shall cooperate in all reasonable respects, at the Indemnitor's sole cost, risk and expense, with the Indemnitor in the investigation, trial, defense and any appeal arising from the matter from which the Claim arose; provided, however, that the Indemnitee may (but shall not be obligated to) participate in any such investigation, trial, defense and any appeal arising in connection with the Claim at the sole cost of the Indemnitee. After notice from the Indemnitor to the Indemnitee of the Indemnitor's election to assume the defense, compromise or delayed. The Shareholders’ Agent settlement of such Claim, the Indemnitor shall receive copies not, as long as it diligently conducts such defense, be liable to the Indemnitee for any fees of all pleadings, notices and communications other counsel or any other expenses with respect to the third-party claim defense of such Claim, in each case subsequently incurred by the Indemnitee in connection with the defense, compromise, or settlement of the Claim. The Indemnitor shall have the right to elect to settle any Claim for monetary damages only without the Indemnitee's consent, if the settlement includes a complete release of the Indemnitee. If the settlement does not include such a release, it will be subject to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ AgentIndemnitee, which consent shall not be unreasonably withheld. The Indemnitor may not admit any liability of the Indemnitee or waive any of the Indemnitee's rights without the Indemnitee's prior written consent, conditioned or delayed and which consent shall not be deemed to have been given unless unreasonably withheld. If the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror subject of any claim that gives rise Claim results in a judgment or settlement, the Indemnitor shall promptly pay such judgment or settlement. (ii) If the Indemnitor fails to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative promptly assume the defense of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf subject of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise Claim in accordance with the terms of Section 5.4(b)(i), if the Indemnitor fails diligently to prosecute such defense, or if the Indemnitor has, in the Indemnitee's good faith judgment, a conflict of interest, the Indemnitee may defend against the subject of the Claim, and provisions the Indemnitor shall be responsible for the reasonable expenses incurred by the Indemnitee in connection with such defense, including employment of one law firm reasonably satisfactory to the Indemnitee. If the Indemnitee defends the subject of a Claim in accordance with this Article IXSection, the Indemnitor shall cooperate with the Indemnitee and its counsel, at the Indemnitor's sole expense, in all reasonable respects, and shall deliver to the Indemnitee or its counsel copies of all pleadings and other information within the Indemnitor's knowledge or possession reasonably requested by the Indemnitee or its counsel that are relevant to the defense of the subject of any such Claim and that will not prejudice the Indemnitor's position, claims or defenses. The Indemnitee shall maintain confidentiality with respect to all such information consistent with the conduct of a defense hereunder.

Third Party Claims. If In the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to event Buyer becomes aware of a third party claimclaim (a “Third Party Claim”) which Buyer reasonably believe may result in a claim for indemnification pursuant to this Article 10, Acquiror Buyer shall promptly notify the Representative of such claim by delivering a Claim Notice; provided that failure to so notify shall not affect the right of the Indemnified Parties to seek indemnification from the Escrow Fund hereunder, except to the extent that the Indemnifying Parties are materially prejudiced thereby. Parent and Buyer shall have the right in its their respective sole discretion to conduct the defense of and to settle settle, adjust or resolve compromise any such claim (claim, and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) Representative shall be included entitled to participate in any negotiation of settlement, adjustment or compromise with respect to any such Third Party Claim. The Representative shall be provided with copies of all pleadings, material notices and material communications and Buyer shall notify, keep reasonably informed and provide reasonably regular updates to the Indemnifiable Damages for which Acquiror may Representative in respect of material developments relating to any Third Party Claim; provided that failure to do so shall not affect the right of the Indemnified Parties to seek indemnification pursuant from the Escrow Fund hereunder, except to the extent that the Indemnifying Parties are materially prejudiced thereby. If Buyer conducts the defense of such Third Party Claim, each Indemnifying Party shall make available to Buyer all witnesses, pertinent records, materials and information in such Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto that may be necessary to the defense of such Third Party Claim. If Parent or Buyer settles, adjusts or compromises settles, adjusts or compromises a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim Third Party Claim without the prior written consent of the Shareholders’ Agent, Representative (which consent shall not be unreasonably withheldconditioned, conditioned withheld or delayed. The Shareholders’ Agent shall receive copies of all pleadings), notices only such settlement, adjustment or compromise costs and communications with respect to the third-party claim to the extent expenses that receipt of such documents does not affect any privilege relating to any Indemnified Person and are reasonable in amount shall be entitleddeemed to be Losses indemnifiable under this Article 10; provided, at its expensehowever, to participate inthat if Parent or Buyer settles, but not to determine adjusts or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with compromises a Third Party Claim without the prior written consent of the Shareholders’ Agent, Representative (which consent shall not be unreasonably withheldconditioned, conditioned withheld or delayed delayed) and which the Representative shall be deemed to have been given unless the Shareholders’ Agent shall not have objected within [***] 30 days after a written request for such consent by AcquirorParent or Buyer, no the entire costs and expenses of the settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative deemed dispositive of the existence of validity or amount of Indemnifiable Damages relating to such matterLoss. In the event that the Shareholders’ Agent Representative has consented to any such settlement settlement, adjustment or resolutioncompromise, the Indemnifying Parties or if the Shareholders’ Agent consenting Indemnifying Parties, as applicable, shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any no power or authority to object under Section 9.6 or any other provision of this Article IX Section 10.5 to recovery by the existence of the Losses or on behalf the amount of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement settlement, adjustment or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXcompromise.

Third Party Claims. Should any claim be made against Buyer, the Company or any Subsidiary by a person not a party to this Agreement with respect to any matter to which the indemnity set forth in Section 9(a) relates (a "Third-Party Claim"), then Buyer shall promptly give the Stockholders written notice of any such Third-Party Claim (including all available information regarding the details of the Third-Party Claim). If the Acquiror a Stockholder acknowledges to Buyer in writing that such Third-Party Claim is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent indemnity set forth in accordance with Section 9.5 hereof with respect to a third party claim9(a), Acquiror the Stockholder shall have the right in to defend or settle any such Third-Party Claim, at his sole expense, on his own behalf and with counsel of his own choosing, which counsel shall be reasonably satisfactory to Buyer. In such defense or settlement of any Third-Party Claim, Buyer shall cooperate with and assist the Stockholder as is reasonable and may participate therein with its own counsel at its sole discretion to conduct the defense of expense, and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) Buyer's written consent shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant a requirement to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agentany settlement and disposition thereof, which consent shall not be unreasonably withheld, conditioned withheld or delayed, provided that in any such settlement or disposition, Buyer shall not be liable for any amounts under such settlement or disposition and such settlement or disposition shall contain a complete release of Buyer from any liability. The Shareholders’ Agent Failure by Buyer to give notice within a reasonable period of time shall receive copies of all pleadingsnot constitute a defense, notices and communications with respect in whole or in part, to the third-party any claim for indemnification by Buyer, except only to the extent that such failure by Buyer shall result in a material prejudice to the Stockholders. If a Stockholder does not notify Buyer within ten (10) days after receipt of Buyer's written notice of a Third-Party Claim that the Stockholder intends to undertake the defense thereof, and that such documents does not affect any privilege relating claim is subject to any Indemnified Person the indemnity set forth in Section 9(a), or if after undertaking such defense the Stockholder fails to pursue such defense in a prudent manner, then Buyer shall have the right to contest, settle or compromise such Third-Party Claim, and the Stockholders, jointly and severally, shall be entitled, at its expense, to participate in, but not to determine indemnify Buyer for the full amount of all Losses paid or conduct, any suffered by Buyer in respect thereof. So long as a Stockholder has given Buyer timely notice that the Stockholder will undertake the defense of the thirdThird-party claim Party Claim, and is defending such Third-Party Claim in good faith, Buyer shall not pay or settlement negotiations with respect to settle any such Third-Party Claim without the third-party claim. However, except with the prior written consent of the Shareholders’ Agentdefending Stockholder, which consent shall not be unreasonably withheldwithheld or delayed, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after continued unresolved existence of such Third-Party Claim may have, in Buyer's reasonable judgment, a written request for such consent by Acquirormaterial adverse effect on the business of Buyer, no settlement the Company or resolution by Acquiror any Subsidiary, or on Buyer, the Company or the any Subsidiary (including, but not limited to, any attachment, lien or other encumbrance on Buyer, the Company or any Subsidiary, or their assets, any refusal of any claim that gives rise suppliers or customers of Buyer, the Company or any Subsidiary to a claim against do business with Buyer, the Company or any Subsidiary while such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolutionThird-Party Claim is pending, or if the Shareholders’ Agent continued unresolved existence of any such Third-Party Claim would constitute a default or an event of default under any loan or other credit facilities to which Buyer, the Company or any Subsidiary is a party), in any of which cases Buyer shall have been determined by a final nonthe right to settle such Third-appealable court order of a court of competent jurisdiction to have unreasonably withheldParty Claim, conditioned or delayed its consent to any such settlement or resolutionand the Stockholders, neither the Shareholders’ Agent nor any Closing Company Shareholder jointly and severally, shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund indemnify Buyer for the Indemnifiable Damages with full amount of all Losses paid or suffered by Buyer, the Company and the Subsidiaries in respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXthereof.

Third Party Claims. If The Collateral Agent shall notify the Acquiror is subject to Indemnifiable Damages Issuer promptly after the Collateral Agent's receipt of notice, or has the Collateral Agent otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof becoming aware, of any third party claims with respect to a which indemnification may be sought under this Section 25; PROVIDED that, the failure of the Collateral Agent so to notify the Issuer shall not relieve the Issuer of any liability (y) under any provision hereof or of any of the other Transaction Documents otherwise than by reason of this Section 25, or (z) to the Collateral Agent by reason of this Section 25 unless the Collateral Agent's failure to so notify the Issuer materially prejudices the Issuer's ability to contest the third party claim. In case any such action is brought against the Collateral Agent and it notifies the Issuer of the commencement thereof, Acquiror the Issuer shall be entitled to participate therein and, to the extent that it may wish to assume the defense thereof, with counsel reasonably satisfactory to the Collateral Agent, and after notice from the Issuer to the Collateral Agent, of its election to assume the defense thereof, the Issuer will not be liable to the Collateral Agent under this Subsection (c) for any legal fees and expenses subsequently incurred by the Collateral Agent in connection with the defense thereof. The Collateral Agent shall have the right to employ separate counsel in its sole discretion any such action and to conduct participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Collateral Agent unless (i) the employment of such has been specifically authorized in writing by the Issuer or (ii) representation of both the Issuer and the Collateral Agent by the same counsel would be inappropriate due to settle actual or resolve potential differing interests between them. The Issuer shall not be liable for any settlement of any such claim (and the costs and expenses incurred by Acquiror in connection action effected without its written consent, but if settled with such defenseconsent or if there be a final judgment for the plaintiff in any such action with or without consent, the Issuer agrees to indemnify and hold harmless the Collateral Agent from and against any loss or liability by reason of such settlement or resolution (including reasonable legal feesfinal judgment. The Issuer shall not, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Collateral Agent, effect any settlement of any pending or threatened proceeding in respect of which consent shall not be unreasonably withheldthe Collateral Agent is or could have been a party and indemnity could have been sought hereunder by the Collateral Agent, conditioned or delayed. The Shareholders’ unless such settlement includes an unconditional release of the Collateral Agent shall receive copies of from all pleadings, notices liabilities and communications with respect to claims that are the third-party claim to the extent that receipt subject matter of such documents does not affect any privilege relating to any Indemnified Person and shall proceeding. Any indemnification will be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXpaid promptly upon demand therefor.

Third Party Claims. If In the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to event Acquirer becomes aware of a claim by a third party claim(a “Third-Party Claim”) that Acquirer in good faith believes may result in a claim for Indemnifiable Damages by or on behalf of an Indemnified Person, Acquiror Acquirer shall have the right right, subject to this Section 8.8, in its sole discretion to conduct the defense of and to settle or resolve any such claim Third-Party Claim (and the costs and expenses incurred by Acquiror Acquirer in connection with defense, settlement, resolution or enforcement in connection with such defense, settlement or resolution Third-Party Claim (including reasonable legal attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek Acquirer shall be entitled to receive indemnification pursuant to a claim made hereunder, and such costs and expenses shall constitute Indemnifiable Damages subject to indemnification under Section 8.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from or was in connection with a matter listed in Section 8.2); provided, however, that Acquiror . Acquirer shall not settle or resolve such claim without keep the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The ShareholdersMembers’ Agent shall receive reasonably informed of all material developments relating to all Third-Party Claims, including by reasonably promptly providing the Members’ Agent with copies of all pleadings, notices and communications with respect to the thirdeach such Third-party claim Party Claim, in each case to the extent that receipt the provision of such documents does not affect information or any portion thereof to the Members’ Agent would not, on the advice of counsel to Acquirer, result in the loss of any legal privilege relating to for the benefit of any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to such information or portion thereof, subject to execution by the thirdMembers’ Agent of a non-party claimdisclosure agreement reasonably acceptable to Acquirer (and, if required, such third party) to the extent that such materials contain confidential or propriety information. HoweverNotwithstanding anything to the contrary in the foregoing, except with Acquirer shall not, without the prior written consent of the ShareholdersMembers’ Agent, enter into any settlement or compromise or consent to the entry of any judgment with respect to any Third-Party Claim (which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to have been given unless the ShareholdersMembers’ Agent shall have objected within [***] 30 days after a written request for therefor by Acquirer; it being understood and agreed that the Members’ Agent will be deemed to be reasonable in withholding consent if such consent by Acquirorsettlement, no settlement compromise or resolution by Acquiror judgment (A) involves a finding or admission of any claim wrongdoing that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative results in liability of the existence Converting Holdings, (B) does not include a written release by the claimant or plaintiff of each Converting Holder from all liability in respect of such Third-Party Claim or amount (C) imposes equitable remedies, criminal liability or any obligation on any such Company Member other than solely the payment of Indemnifiable Damages relating money damages for which the Indemnified Party will be indemnified hereunder in accordance with and subject to the limitations set forth herein. Unless otherwise consented to in writing in advance by Acquirer in its sole discretion, the Members’ Agent and its Affiliates may not participate in any Third-Party Claim or any action related to such matterThird-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof). In the event that the ShareholdersMembers’ Agent has consented to the amount of any settlement or resolution by Acquirer of any such settlement or resolutionThird-Party Claim, or if the ShareholdersMembers’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to the amount of any such settlement or resolutionresolution of such Third-Party Claim, neither the ShareholdersMembers’ Agent nor any Closing Company Shareholder Converting Holder shall have any power or authority to object under Section 9.6 this Article VIII to the amount of Indemnifiable Damages related to such claim as consented to or any other provision of this Article IX to recovery claim by or on behalf of any Indemnified Person against the applicable Escrow Fund or, if applicable, any Converting Holder for the Indemnifiable Damages indemnity with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXresolution.

Third Party Claims. If In the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to event Acquirer becomes aware of a claim by a third party claim(a “Third-Party Claim”) that Acquirer in good faith believes may result in a claim for Indemnifiable Damages by or on behalf of an Indemnified Person, Acquiror Acquirer shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the Third-Party Claim. The costs and expenses incurred by Acquiror Acquirer in connection with such defense, settlement settlement, enforcement or resolution (including reasonable legal attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek Acquirer shall be entitled to receive indemnification pursuant to a claim made hereunder, and such costs and expenses shall constitute Indemnifiable Damages subject to indemnification under Section 5.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from or was in connection with a matter listed in Section 5.2 (subject to the limitations set forth in Section 5.3); provided, however, provided that Acquiror shall not settle or resolve such claim any settlement of a Third-Party Claim (i) without the prior written consent of the ShareholdersStockholders’ Agent, Agent (which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholdersdelayed and which consent shall be deemed to have been given unless the Stockholders’ Agent shall have objected within 20 days after a written request therefor by Acquirer) (it being understood and agreed that it shall be reasonable for the Stockholders’ Agent to withhold such consent if it believes in good faith that there is not any underlying basis for indemnification with respect to such settlement) or (ii) absent an underlying breach by the Company of a representation, warranty or covenant under this Agreement shall not be determinative of the existence of a valid indemnification claim or the amount of Indemnifiable Damages. The Stockholders’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to the thirdsuch Third-party claim Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitledPerson, at its expensesubject to execution by the Stockholders’ Agent of Acquirer’s (and, to participate inif required, but not to determine or conduct, any defense of the thirdsuch third party’s) standard non-party claim or settlement negotiations with respect disclosure agreement to the third-party claimextent that such materials contain confidential or propriety information. However, except Acquirer shall have the right in its sole discretion to determine and conduct the defense of any Third-Party Claim and the settlement, adjustment or compromise of such Third-Party Claim. Unless otherwise consented to in writing in advance by Acquirer in its sole discretion, the Stockholders’ Agent and its Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the prior written consent settlement, adjustment or compromise thereof). In the event that the Stockholders’ Agent has consented to the amount of the Shareholders’ Agent, any settlement or resolution by Acquirer of any such claim (which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to have been given unless the ShareholdersStockholders’ Agent shall have objected within [***] 20 days after a written request for such consent therefor by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolutionAcquirer), or if the ShareholdersStockholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to the amount of any such settlement or resolution, neither the ShareholdersStockholders’ Agent nor any Closing Company Shareholder Converting Holder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX V to recovery the amount of any claim by or on behalf of any Indemnified Person against the applicable Escrow Holdback Fund for the Indemnifiable Damages indemnity with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXresolution.

Third Party Claims. If In the Acquiror event an executive officer of Parent gains actual knowledge of a third-party claim which it believes may result in an indemnification claim under ‎Article 10 (a “Third Party Claim”), Parent shall promptly notify the Equityholder Representative of such claim in a notice that shall contain any and all information that is subject required under Section 10.02 with respect to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate (provided that any failure to timely deliver such notice shall not affect a Parent Indemnified Person’s rights hereunder except to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a third party claim, Acquiror extent that the Pro Rata Holders are prejudiced by such failure). Parent shall have the right in its sole discretion to conduct the defense of and to defend or settle or resolve any such claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder)claim; provided, however, that Acquiror shall not settle or resolve if Parent settles any such claim without the prior written consent of the Shareholders’ Agent, Equityholder Representative (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned), then such settlement shall not be conclusive evidence of the amount of Damages incurred in connection with such claim or that such Damages are indemnifiable hereunder. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and Equityholder Representative shall be entitled, on behalf of the Pro Rata Holders, at its his/its/their expense, to participate inin the investigation, but not defense and settlement of any such Third Party Claim and to determine or conductassist with the defense thereof; provided, any that, if the Equityholder Representative wishes to so assist with the investigation, defense and settlement of such Third Party Claim, it shall provide notice to Parent of its intent to do so within twenty-one (21) days of its receipt of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matterThird Party Claim Notice. In the event that the Shareholders’ Agent Equityholder Representative has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed provided its prior written consent to any such settlement or resolution(including to the settlement amount under such settlement), neither the Shareholders’ Agent nor any Closing Company Shareholder Equityholder Representative shall have any no power or authority to object under Section 9.6 ‎Section 10.02 or any other provision of this Article IX ‎Article 10 to recovery by or on behalf the amount of any Indemnified Person claim by Parent against the applicable Escrow Fund Account for the Indemnifiable Damages indemnity with respect to such settlement. If Parent exercises it right to participate in the defense or settlement of a Third Party Claim, Parent shall keep the Equityholder Representative reasonably apprised of any material development in such claim, and promptly provide to the Equityholder Representative with information reasonably requested by the Equityholder Representative to evaluate such Third Party Claim; provided that Parent shall not be required to provide any information that is subject to attorney-client privilege, attorney work product protection, or resolution provided other confidentiality or privilege to the extent doing so, as reasonably determined by Parent or its counsel, would cause such recovery is otherwise in accordance with the terms and provisions of this Article IXprivilege or protection to be waived.

Third Party Claims. If 9.1 You agree to indemnify DocuSign, and its employees, directors, agents, and representatives from, and defend the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate indemnified parties against, any and all third party claims, including Relying Parties, to the Shareholdersextent arising from or related to: (a) your failure to perform the any of your warranties, representations, and obligations under this Agreement; (b) any falsehoods or misrepresentations of fact you make on the Certificate; (c) any infringement of an intellectual property right of any person or entity in information or content provided by you; (d) failure to disclose a material fact on the Certificate if the misrepresentation or omission was made negligently or with intent to deceive any party; or (e) failure to protect the private key, credentials, or use a trustworthy system, or to take the precautions necessary to prevent the compromise, loss, disclosure, modification or unauthorized use of the private key under the terms of this Agreement. 9.2 Procedures. DocuSign will promptly notify you of any such claim, except that the failure to provide prompt notice will only limit your indemnification obligations to the extent you are prejudiced by the delay or failure; (b) you will have full and complete control over the defense and settlement of the claim; (c) DocuSign will provide assistance in connection with the defense and settlement of the claim (as long as the settlement does not include any payment of any amounts by or any admissions of liability, whether civil or criminal, on the part of DocuSign), as you may reasonably request; and (d) DocuSign’s compliance with any settlement or court order made in connection with the claim. You will indemnify DocuSign against: (i) all damages, costs, and attorneys’ Agent in accordance with Section 9.5 hereof fees finally awarded against DocuSign with respect to a third party any claim, Acquiror shall have the right ; (ii) all out-­‐of-­‐pocket costs (including reasonable attorneys’ fees) reasonably incurred by DocuSign in its sole discretion to conduct connection with the defense of and to settle or resolve any such the claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and expertsthan attorneys’ fees and court costs incurred without your consent after you have accepted defense of such claim); and (iii) if any Claim arising under this Section 9 is settled by you or arbitration costs) shall be included with your approval, then you will pay any amounts to any third party agreed to by you in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision claims. 9.3 The terms of this Article IX to recovery by or on behalf of Section 9 will survive any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions termination of this Article IXAgreement.

Third Party Claims. If In addition to any other indemnification obligations Seller may have elsewhere in this Agreement, which are hereby incorporated in this Section 20.1(a) (Third-Party Claims), Seller shall indemnify, defend, and hold harmless Company, its successors, permitted assigns, affiliates, controlling persons, directors, officers, employees, servants and agents, including but not limited to contractors, subcontractors and the Acquiror is subject employees of any of them (each, a “Indemnified Company Party”), from and against any Losses suffered, incurred or sustained by any Indemnified Company Party or to Indemnifiable Damages which any Indemnified Company Party becomes subject, resulting from, arising out of, or has otherwise properly delivered an Officer’s Certificate relating to, any Claim due to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to any Claim (whether or not well founded, meritorious or unmeritorious) by a third party claimnot controlled by, Acquiror shall have or under common ownership and/or control with, Company (whether or not well founded, meritorious or unmeritorious) relating to (i) the right in its sole discretion to conduct Energy Storage Services or Seller’s development, permitting, deployment, ownership, operation and/or maintenance of the defense Facility or Company-Owned Interconnection Facilities (excluding‌ (A) if Seller constructs the Company-Owned Interconnection Facilities, the ownership, operation and/or maintenance of and to settle the Company-Owned Interconnection Facilities following the Transfer Date; or resolve any such claim (and B) if Company constructs the costs and expenses incurred by Acquiror in connection with such defenseCompany-Owned Interconnection Facilities, settlement or resolution (including reasonable legal feesthe construction, other professionals’ and experts’ fees and court or arbitration costs) shall be included in ownership, operation and/or maintenance of the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunderCompany-Owned Interconnection Facilities); provided(ii) any breach of Seller of its representations and warranties in Article 18 (Representations and Warranties); or (iii) any actual or alleged personal injury or death or damage to property, howeverin any way arising out of, that Acquiror shall not settle incident to, or resolve such claim without resulting directly or indirectly from the prior written consent acts or omissions of the Shareholders’ Agentany Indemnified Seller Party or its agents or subcontractors, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices except as and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect foregoing such Loss is attributable to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned negligence or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf willful misconduct of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IX.Party.‌

Third Party Claims. If In the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to event Acquirer becomes aware of a claim by a third party claim(a “Third-Party Claim”) that Acquirer in good faith believes may result in a claim for Indemnifiable Damages by or on behalf of an Indemnified Person, Acquiror Acquirer shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayedThird-Party Claim. The ShareholdersHolders’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to the thirdsuch Third-party claim Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitledPerson, at its expensesubject to execution by the Holders’ Agent of Acquirer’s (and, to participate inif required, but not to determine or conduct, any defense of the thirdsuch third party’s) standard non-party claim or settlement negotiations with respect disclosure agreement to the third-party claimextent that such materials contain confidential or propriety information. However, except Acquirer shall have the right in its sole discretion to determine and conduct the defense of any Third-Party Claim and the settlement, adjustment or compromise of such Third-Party Claim. Unless otherwise consented to in writing in advance by Acquirer in its sole discretion, the Holders’ Agent and its Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the prior written consent settlement, adjustment or compromise thereof). In the event that the Holders’ Agent has consented to the amount of the Shareholders’ Agent, any settlement or resolution by Acquirer of any such claim (which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to have been given unless the ShareholdersHolders’ Agent shall have objected within [***] 30 days after a written request for such consent therefor by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolutionAcquirer), or if the ShareholdersHolders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to the amount of any such settlement or resolution, neither the ShareholdersHolders’ Agent nor any Closing Company Shareholder shall Converting Securityholder shall, subject to the limitations set forth in this Article VIII, have any power or authority to object under Section 9.6 or any other provision of this Article IX VIII to recovery the amount of any claim by or on behalf of any Indemnified Person against the applicable Escrow Holdback Shares Fund for the Indemnifiable Damages indemnity with respect to such settlement or resolution, it being understood that, without the consent of the Holders’ Agent (such consent not to be unreasonably withheld, conditioned or delayed), such settlement or resolution provided such recovery is otherwise in accordance with by Acquirer shall not be dispositive of the terms and provisions existence of this Article IXan indemnifiable claim or the amount of Indemnifiable Damages.

Third Party Claims. (a) As from the date of this SPA, if the Purchaser becomes aware of a Dispute with a Third-Party liable to constitute a Loss (a "Third-party Claim"), on the understanding that with regard to Taxes, only a reassessment proposal shall be deemed to constitute a Third-party Claim, the Purchaser must send a Claim to the Sellers’ Agents on the terms and within the timeframe (which shall be reduced appropriately according to the circumstances) set out in Clause 8.3(a). (b) The Purchaser shall provide the Sellers’ Agents with reasonable information to enable it, to the extent possible, to assess the potential Loss. (c) If the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate Purchaser delays sending this information to the ShareholdersSellers’ Agent Agents, the provisions of Clause 8.3(e) shall apply. (d) The Sellers’ Agents shall inform the Purchaser as soon as possible and within five (5) Business Days of receiving the above notice (or within an appropriate shorter timeframe in view of the circumstances if necessary) as to whether the Sellers wish to (i) help defend or (ii) conduct the defence of the Third-party Claim, on the condition that they irrevocably acknowledge (through the Sellers’ Agents) that the Loss is covered by the Guarantee. If a Third-party Claim is made directly against the Purchaser, the above option will not apply and the Sellers’ Agents may not conduct the relevant proceedings. (e) Involvement of the Sellers’ Agents in proceedings (1) If the Sellers’ Agents gives notice of the Sellers' intention to help defend the interests of the Purchaser or of the Group Companies within the above timeframe, the Purchaser undertakes: (A) to deliver to the Sellers’ Agents or its advisers (at the request of the Sellers’ Agents) a copy of the documents reasonably required to analyse the Third-party Claim which it has in its possession and that are reasonably requested by the Sellers’ Agents; (B) to ensure that the Sellers’ Agents is given the opportunity from the outset to help manage the Third-party Claim and is given sufficient notice of any meeting with the Third-Party involved, and that both the Sellers’ Agents and its advisers are able, at the expense of the Sellers’ Agents, to take part in and to be present during all related proceedings and are informed of developments in the proceedings; (C) to ensure, if so requested by the Sellers’ Agents, that an adviser of its choosing appointed at its expense liaises strictly in an advisory capacity with the adviser chosen by the Purchaser and is able to take part in the discussions, decisions and meetings (held in person or otherwise) concerning the Third-party Claim and to defend the interests of the Purchaser or of the relevant Group Company (as the case may be); (D) to ensure that suggestions made by the Sellers’ Agents are assessed in good faith (including suggestions as to whether to initiate legal proceedings and exercise any appropriate remedy); and (E) to ensure that Third-party Claims are managed fairly with regard to the Sellers, in accordance with Section 9.5 hereof with respect the terms of this SPA. (2) Conduct of proceedings by the Sellers’ Agents (A) If the Sellers choose to conduct proceedings in relation to a third Third-party claimClaim in accordance with the provisions of this Clause 8.4(d)(2), Acquiror shall have the right in its sole discretion Sellers’ Agents may decide how to conduct defend the defense of and to settle or resolve any such claim Third-party Claim (and select advisers). The Purchaser undertakes to strictly follow instructions received from the costs Sellers’ Agents, providing that they are reasonable, on the understanding that the Purchaser shall not be required to do anything that is not within its corporate or business interests or in the corporate or business interests of the Group Companies. (B) In particular, the Purchaser undertakes to authorise the Sellers’ Agents (with the option to sub-delegate their authority to any advisers chosen solely by the Sellers’ Agents) to represent the Group Companies in the relevant proceedings. Pursuant to this authorisation, the Sellers’ Agents shall (i) take reasonable steps to dispute the Third-party Claim, (ii) keep the Purchaser continually informed of developments in the proceedings and expenses incurred promptly deliver to the Purchaser a copy of the notices, written communications and procedural documents (including legal documents) prepared by Acquiror or on behalf of any party to the proceedings and (iii) manage the Third-party Claim fairly as regards the Purchaser and the Group Companies, in connection accordance with such defensethe terms of this SPA. (C) The Purchaser undertakes to co-operate with the Sellers’ Agents and its advisers, on the understanding that the Sellers’ Agents must take reasonable steps to keep confidential all information that the Purchaser is required to keep confidential as well as all commercially-sensitive information, and preserve attorney-client privilege. (D) The Sellers’ Agents must not accept any liability, and no withdrawal of proceedings, waiver of a right, non-exercise of a right, amicable settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court settlement agreement must be effected or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim entered into without the prior written consent of the Shareholders’ AgentPurchaser, which such consent shall not to be unreasonably withheld, conditioned delayed or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications withheld (with respect regard to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense urgency of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXproceedings).

Third Party Claims. (a) Promptly after the assertion by any third party of any claim (a “Third-Party Claim”) against a Parent Indemnitee that, in the judgment of Parent, may result in the incurrence of Indemnifiable Losses for which such Parent Indemnitee would be entitled to indemnification pursuant to this Article VII, Parent shall deliver to the Stockholder Representative a written notice describing in reasonable detail such Third-Party Claim (“Claim Notice”) and specifying the specific representation, warranty or covenant alleged to have been breached and estimating the amount of Indemnifiable Losses; provided, that no delay in notifying the Stockholder Representative will relieve the Unaffiliated Stockholders of any liability or obligations hereunder, except to the extent that the Unaffiliated Stockholders have been prejudiced thereby, and then only to such extent. Notwithstanding the foregoing sentence, indemnification shall not be available if the Claim Notice has not been delivered prior to the Expiration Date. (b) If the Acquiror is subject Stockholder Representative acknowledges in writing the obligation of the Unaffiliated Stockholders to indemnify the Parent Indemnitees against any Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate Losses that may result from such Third-Party Claim, then the Stockholder Representative shall be entitled to assume and control the defense of such Third-Party Claim through counsel of its choice (such counsel to be reasonably acceptable to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect Parent Indemnitee) if it gives notice of its intention to a third party claimdo so to the Parent Indemnitee within 30 days of the receipt of Claim Notice; provided, Acquiror that the Stockholder Representative shall not have the right to assume the defense of the Third-Party Claim if (A) any such claim seeks, in addition to or in lieu of monetary losses, any injunctive or other equitable relief, (B) there is reasonably likely to exist a conflict of interest that would make it inappropriate (in the judgment of the Parent Indemnitee in its sole discretion reasonable discretion) for the same counsel to represent both the Parent Indemnitee and the Stockholder Representative, or (iii) settlement of, or an adverse judgment with respect to, the Third-Party Claim may establish (in the good faith judgment of the Parent Indemnitee) a precedential custom or practice adverse to the business interests of the Parent Indemnitee; provided further, that if by reason of the Third-Party Claim a lien, attachment, garnishment, execution or other encumbrance is placed upon any of the property or assets of such Parent Indemnitee, the Stockholder Representative, if it desires to exercise its right to assume such defense of the Third-Party Claim, must agree to furnish a satisfactory indemnity bond to obtain the prompt release of such lien, attachment, garnishment, execution or other encumbrance. If the Stockholder Representative assumes the defense of a Third-Party Claim pursuant to the first sentence of this clause (ii), it will conduct the defense actively, diligently and at its own expense, and it will agree that the Unaffiliated Stockholders shall hold all Parent Indemnitees harmless from and against all Losses caused by or arising out of any settlement thereof. The Parent Indemnitee shall cooperate with the Stockholder Representative in such defense and make available to settle or resolve any such claim (the Stockholder Representative, at the Unaffiliated Stockholders’ expense, all witnesses, pertinent records, materials and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included information in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle Parent Indemnitee’s possession or resolve such claim without under the prior Parent Indemnitee’s control relating thereto as is reasonably requested by the Stockholder Representative. Except with the written consent of the Shareholders’ Agent, which consent shall Parent Indemnitee (not to be unreasonably withheld), conditioned the Stockholder Representative will not, in the defense of a Third-Party Claim, consent to the entry of any judgment or delayed. The Shareholders’ Agent shall receive copies enter into any settlement (1) which does not include as an unconditional term thereof the giving to the Parent Indemnitee by the third party of a release from all pleadings, notices and communications liability with respect to such suit, claim, action, or proceeding; and (2) unless there is no finding or admission of (A) any violation of law by the third-party claim to Parent Indemnitee (or any Affiliate thereof), (B) any liability on the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense part of the third-party claim Parent Indemnitee (or settlement negotiations with respect to the third-party claim. However, except with the prior written consent any Affiliate thereof) or (C) any violation of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror rights of any claim person and no effect on any other claims of a similar nature that gives rise to a claim may be made by the same third party against such applicable Escrow Fund by the Parent Indemnitee (or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. any Affiliate thereof). (c) In the event that the Shareholders’ Agent has consented Stockholder Representative fails or elects not to any assume the defense of a Parent Indemnitee against such settlement or resolutionThird-Party Claim which the Stockholder Representative had the right to assume pursuant to clause (ii) above, or if the Shareholders’ Agent Parent Indemnitee shall have been determined by a final non-appealable court order of a court of competent jurisdiction the right to have defend or prosecute such claim in any manner as it may reasonably deem appropriate and may settle such claim after giving written notice thereof to the Stockholder Representative and obtaining the Stockholder Representative’s written consent (not to be unreasonably withheld) to the terms of the settlement. (d) In the event that the Stockholder Representative is not entitled to assume the defense of the Parent Indemnitee against such Third-Party Claim pursuant to Section 7.5(b) above, conditioned the Parent Indemnitee shall have the right, at the expense of the Unaffiliated Stockholders, to defend or delayed its prosecute such claim and consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf entry of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages judgment or enter into any settlement with respect to the Third-Party Claim in any manner it may reasonably deem appropriate after giving written notice thereof to the Stockholder Representative. In such settlement or resolution provided such recovery is otherwise in accordance case, the Parent Indemnitee shall conduct the defense of the Third-Party Claim actively and diligently, and the Stockholder Representative shall cooperate with the Parent Indemnitee in such defense and make available to the Parent Indemnitee all such witnesses, records, materials and information in the Stockholder Representative’s possession or under the Stockholder Representative’s control relating thereto as is reasonably requested by the Parent Indemnitee. The Parent Indemnitee may settle such claim after giving written notice thereof to the Stockholder Representative and obtaining the Stockholder Representative’s written consent (not to be unreasonably withheld) to the terms and provisions of this Article IXthe settlement.

Third Party Claims. If In the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to event Acquirer becomes aware of a claim by a third party claim(a “Third-Party Claim”) that Acquirer in good faith believes is reasonably likely to result in a claim for Indemnifiable Damages by or on behalf of an Indemnified Person, Acquiror Acquirer shall have the right in its sole discretion to conduct the defense of and to settle settle, compromise or resolve any such claim (and the Third-Party Claim. The out of pocket costs and expenses incurred by Acquiror Acquirer in connection with such defense, settlement settlement, enforcement or resolution (including reasonable legal attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek Acquirer shall be entitled to receive indemnification pursuant to a claim made hereunder), and such costs and expenses shall constitute Indemnifiable Damages subject to indemnification under Section 8.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from or was in connection with a matter listed in Section 8.2; provided that such costs and expenses shall be subject to the same limitations on liability as are applicable to the matter, and for the purposes of determining the applicability of any limitations, aggregated with any Indemnifiable Damages for which such costs and expenses are associated; provided, howeverfurther, that Acquiror shall not settle or resolve such claim any settlement of a Third-Party Claim without the prior written consent of the ShareholdersStockholders’ Agent, which consent Agent shall not be unreasonably withhelddeterminative of the existence or amount of Indemnifiable Damages other than with respect to costs and expenses set forth above, conditioned or delayednor be deemed to be conclusive evidence of the existence of a valid claim. The ShareholdersFollowing delivery of the applicable Claims Certificate, the Stockholders’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to such Third-Party Claim; provided that the third-party claim provision such documents to the extent that receipt of such documents Stockholders’ Agent does not affect any privilege relating to any Indemnified Person and shall be entitledPerson, at its expense, to participate in, but not to determine including by executing customary joint defense agreements or conduct, any defense by providing redacted or partial portions of the third-party claim or settlement negotiations with respect such information to the thirdextent reasonable practicable, subject to execution by the Stockholders’ Agent of Acquirer’s (and, if required, such third party’s) standard non-party claimdisclosure agreement to the extent that such materials contain confidential or propriety information. HoweverUnless otherwise consented to in writing in advance by Acquirer in its sole discretion, except the Stockholders’ Agent and its Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim and Acquirer shall have the right in its sole discretion to conduct the defense or any such claims and the Stockholders’ Agent and its Affiliates shall not be entitled to control any discussions or negotiations in connection with the prior written consent settlement, adjustment or compromise thereof. In the event that the Stockholders’ Agent has consented to the amount of the Shareholders’ Agent, any settlement or resolution by Acquirer of any such claim (which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to have been given unless the ShareholdersStockholders’ Agent shall have objected within [***] 30 days after a written request for such consent therefor by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolutionAcquirer), neither the ShareholdersStockholders’ Agent nor any Closing Company Shareholder Converting Holder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX VIII to recovery the amount of any claim by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages indemnity with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXresolution.

Third Party Claims. If The parties agree and acknowledge that: a Subject to clause 11.7 which will prevail in relation to any Tax Claim, should any event occur or any claim arise against the Acquiror is subject Purchaser or any Group Company in respect of which the Purchaser may seek to Indemnifiable Damages make a Warranty Claim against the Vendors or has otherwise properly delivered an Officer’s Certificate in respect of which the Purchaser may seek to make any other claim against the Vendors and which relates to a claim by, or a liability to, any third party (‘Third Party Claim’) the following provisions will apply: i the Purchaser must promptly give notice to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a third party claim, Acquiror shall have the right in its sole discretion to conduct the defense Vendors of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution matter (including reasonable legal feesdetails thereof) and the Purchaser must not itself, and will procure that no Group Company shall, make any payment or admission of any liability in respect of the Third Party Claim, or take any other professionals’ and experts’ fees and court or arbitration costs) shall be included steps which may in any way prejudice the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provideddefence of the Third Party Claim, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ AgentVendors; ii the Vendors may, which consent shall at their option, in the name of the Purchaser or the relevant Group Company, but in full consultation at all times with the Purchaser so that the reputation of the Purchaser and the relevant Group Company are not be unreasonably withheldharmed, conditioned prosecute or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect defend any privilege proceedings relating to any Indemnified Person such liability or claim and for such purpose the Purchaser will at the Vendors’ cost (except in relation to costs of making employees available for short intervals which does not unduly interfere with their normal employee responsibilities, which will be met by the Group) provide reasonable assistance to the Vendors in respect of such proceedings including making available to the Vendors all such information, books and Records and employees as the Vendors may reasonably require for the purposes of such proceedings. b If the Vendors or the Purchaser and/or the relevant Group Company is wholly successful in defending the proceedings, the reasonable costs of the defence shall be entitledborne by the Purchaser and/or the relevant Group Company. c If the Vendors or the Purchaser and/or the relevant Group Company is not wholly successful in defending the proceedings, at its expense, to participate in, but not to determine or conduct, any defense the costs of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which defence shall be deemed to have been given unless borne entirely by the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXVendors.

Third Party Claims. If In the Acquiror event that Acquirer becomes aware of a third-party claim or demand (including a threat in writing of such), or is subject to Indemnifiable Damages served with a third-party complaint, counterclaim or has otherwise properly delivered an Officer’s Certificate to cross-claim in litigation (collectively, a “Third-Party Claim”) that Acquirer reasonably believes may result in a claim for indemnification under this Agreement, Acquirer shall promptly notify the ShareholdersStockholders’ Agent in accordance with Section 9.5 hereof with respect the relevant Claim Certificate (or amendment thereof) of such Third-Party Claim and (subject to any applicable confidentiality or privacy obligations or law) the identity of the person or party asserting such claim or demand; provided that the failure to give prompt notice shall not affect the indemnification provided hereunder except if and to the extent the Stockholders’ Agent, on behalf of the Company Securityholders, has been actually and materially prejudiced as a third party claim, Acquiror result of such failure. The Stockholders’ Agent shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the thirdThird-party claim Party Claim to the extent that receipt of such documents does not affect any claim of privilege relating to any Indemnified Person Person, and shall be entitledsubject to execution by the Stockholders’ Agent of Acquirer’s (and, if required, such third party’s) standard non-disclosure agreement to the extent that such materials contain confidential or propriety information. The Stockholders’ Agent, on behalf of the Converting Holder (or, in the event indemnification is being sought hereunder directly from a Converting Holder, such Converting Holder), shall, at its expensethe sole expense of the Converting Holders, be entitled to participate in, but not to determine or conduct, in any defense of such Third-Party Claim; provided that Acquirer shall have the thirdright in its sole discretion to determine and conduct the defense of any Third-party claim or settlement negotiations with respect Party Claims. Acquirer shall be entitled to settle such Third-Party Claim without the third-party claim. However, except with the prior written consent of the ShareholdersStockholders’ Agent, which ; provided that any settlement of a Third-Party Claim without the consent of the Stockholders’ Agent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror determinative of any claim indemnification Claim that gives rise to a claim against may be made hereunder resulting from such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matterThird-Party Claim. In the event that the ShareholdersStockholders’ Agent has consented to the amount of any settlement or resolution by Acquirer of any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolutionclaim, neither the ShareholdersStockholders’ Agent nor any Closing Company Shareholder Converting Holder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX VIII to recovery the amount of any claim by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages indemnity with respect to such settlement or resolution provided resolution. Notwithstanding anything to the contrary contained herein, if there is a Third-Party claim that if adversely determined would give rise to a right of recovery for Indemnifiable Damages hereunder that is either, (a) not otherwise subject to a settlement or other adjudication that is consented to in writing by the Stockholders’ Agent (or, in the event indemnification is being sought hereunder directly from a Converting Holder, by such recovery Converting Holder) or (b) is not otherwise determined to constitute Indemnifiable Damages hereunder, then 50% of any amounts incurred by the Indemnified Persons in defense of such Third-Party Claim, shall be deemed Indemnifiable Damages and shall be borne by the Indemnifying Parties in accordance with the terms and provisions of this Article IXVIII and the remaining 50% of such amounts shall be borne by the Indemnified Persons.

Third Party Claims. If the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to Purchaser becomes aware of a third party claim, Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and a “Third Party Claim”) that the costs and expenses incurred by Acquiror Purchaser reasonably believes may result in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages a demand for which Acquiror may seek indemnification pursuant to this Section 9, the Purchaser shall notify the Seller or, if the Seller no longer exists, the representative appointed pursuant to Section 7.12, in writing of such claim describing in reasonable detail the facts giving rise to the claim for indemnification hereunder and shall include (if then known) the amount or method of computation of the amount of such claim, and a reference to the provision of this Agreement upon which such claim is based. If the Third Party Claim may result in a claim made hereunder); providedagainst the Seller or the Key Shareholders, however, that Acquiror shall not settle the Seller or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and Key Shareholders shall be entitled, at its expense, to participate in, but not to determine or conduct, any the defense of such Third Party Claim; provided, however, that the thirdSeller and the Key Shareholders agree and consent, as a condition of such entitlement of participation, that the Purchaser’s legal counsel in the Third Party Claim shall not be precluded from representing the Purchaser as against the Seller or Key Shareholders if the Seller or Key Shareholders disputes the fact or amount of Purchaser’s claim of a Loss related to such matter. The Purchaser shall have the right in its sole discretion to conduct the defense of, and to settle, any such claim (other than claims related to Excluded Liabilities or Pre-party claim or settlement negotiations with respect to the third-party claim. HoweverClosing Taxes, except which shall only be settled with the prior written consent of the Seller or Key Shareholders’ Agent, which consent shall as applicable, not to be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquirordelayed); provided, no settlement or resolution by Acquiror of that, if any claim that gives rise to a claim against is settled without the consent of the Seller or Key Shareholders, as applicable, such applicable Escrow Fund by or on behalf of an Indemnified Person settlement shall not be determinative dispositive of the existence of an indemnifiable claim or the amount of Indemnifiable Damages relating to such matterLosses. In If the event that the Shareholders’ Agent has Seller or Key Shareholders have consented to any such settlement settlement, the Seller or resolutionKey Shareholders, or if the Shareholders’ Agent as applicable, shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any no power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf the amount of any Indemnified Person against Third Party Claim by the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXPurchaser.

Third Party Claims. In the event of the assertion or commencement by any Person of any claim, suit, or legal proceeding (whether against the Company following any applicable Closing, against the Parent, the Asset Purchaser, the Surviving Corporation or any of their Affiliates or against any other Person) related to this Transaction with respect to which any Indemnified Person may be entitled to be held harmless, indemnified, compensated or reimbursed pursuant to this Article X, (i) the Asset Purchaser shall promptly notify the Shareholders after the Asset Purchaser receives notice of such claim, suit or legal proceeding, and (ii) the Asset Purchaser shall defend and indemnify the Shareholders from such claims unless it can be proven that the claim is a valid claim for a material breach of this Agreement or an inaccuracy of a representation or warranty included in Section 4.1, Section 4.3, Section 4.15, Section 4.16, Section 4.17, Section 4.18 or Subsections 10.2(a)(iii) and 10.2(a)(v), and then only if the Shareholders are given the opportunity to participate in the defense, including a reasonable opportunity to review and approve any settlement. If the Acquiror Asset Purchaser so proceeds with the defense of any such claim, suit or legal proceeding and is subject entitled to Indemnifiable Damages be held harmless, indemnified, compensated or has otherwise properly delivered an Officer’s Certificate reimbursed pursuant to this Article X: (a) all reasonable expenses relating to the defense of such claim, suit or legal proceeding shall be deducted by the Surviving Corporation from the Installment Payments payable to the Shareholders’ Agent ; (b) the Shareholders shall make available to the Asset Purchaser any documents and materials reasonably requested by the Asset Purchaser that the Asset Purchaser determines in accordance with Section 9.5 hereof with respect good faith may be necessary to a third party the defense of such claim, Acquiror suit or legal proceeding; and (c) the Asset Purchaser shall have the right in its sole discretion to conduct settle, adjust or compromise such claim, suit or legal proceeding, provided that the Shareholders shall have a reasonable opportunity to review and approve the settlement. Such third party claims are subject to the Deductible and the Cap, where applicable. If the third party claim is resolved through the courts, the Shareholders may withhold any payments until all rights of appeal are exhausted and the outcome is final. If the Asset Purchaser does not elect to proceed with the defense of and to settle or resolve any such claim claim, suit or legal proceeding, the Shareholders shall (and at the costs and expenses incurred by Acquiror in connection sole expense of the Shareholders) proceed with the defense of such defenseclaim, settlement suit or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in proceeding with counsel reasonably acceptable to the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder)Asset Purchaser; provided, however, that Acquiror shall the Shareholders may not settle settle, adjust or resolve compromise any such claim claim, suit or legal proceeding without the prior written consent of the Shareholders’ Agent, Asset Purchaser (which consent shall not be unreasonably withheld, conditioned withheld or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IX).

Third Party Claims. If the Acquiror is subject Buyer Indemnified Parties' request for indemnification arises from the claim of a third party, the written notice shall permit Sellers to Indemnifiable Damages assume control of the defense of any such claim, or has otherwise properly delivered an Officer’s Certificate any litigation resulting from such claim. Failure by Sellers to notify the Shareholders’ Agent in accordance with Section 9.5 hereof with respect Buyer Indemnified Parties of its election to defend a complaint by a third party claimwithin 5 days shall be a waiver by Sellers of its right to respond to such complaint and within 20 days after notice thereof shall be a waiver by Sellers of its right to assume control of the defense of such claim or action. If Sellers assume control of the defense of such claim or litigation resulting therefrom, Acquiror Sellers shall take all reasonable steps necessary in the defense or settlement of such claim or litigation resulting therefrom and Sellers shall hold the Buyer Indemnified Parties, to the extent provided in this section 8, harmless from and against all Losses arising out of or resulting from any settlement approved by Sellers or any judgment in connection with such claim or litigation. Notwithstanding Sellers' assumption of the defense of such third-party claim or demand, the Buyer Indemnified Parties shall have the right to participate in its sole discretion to conduct the defense of and to settle such third-party claim or resolve any demand at its own expense. Sellers shall not, in the defense of such claim (and the costs and expenses incurred by Acquiror or litigation, consent to entry of any judgment or enter into any settlement, except in connection either case with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ AgentBuyer Indemnified Parties, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent Buyer Indemnified Parties shall receive copies of furnish Sellers in reasonable detail all pleadings, notices and communications information such party may have with respect to the any such third-party claim and shall make available to Sellers and their representatives all records and other similar materials which are reasonably required in the extent that receipt defense of such documents does not affect any privilege relating to any Indemnified Person third-party claim and shall be entitled, at its expense, to participate in, but not to determine or conduct, any otherwise cooperate with and assist Sellers in the defense of such third-party claim. If Sellers do not assume control of the defense of any such third-party claim or settlement negotiations with respect to litigation resulting therefrom, the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim Buyer Indemnified Parties may defend against such applicable Escrow Fund by claim or on behalf of an litigation in such manner as it may reasonably deem appropriate, and Sellers shall indemnify the Buyer Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to Parties from any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object Loss indemnifiable under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise section 8(a) incurred in accordance with the terms and provisions of this Article IXconnection therewith.

Third Party Claims. If In the Acquiror is subject to Indemnifiable Damages event that the Purchaser becomes aware of a third- party claim which the Purchaser believes may result in a claim against the Purchaser by or has otherwise properly delivered on behalf of an Officer’s Certificate to Indemnified Person, the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a third party claim, Acquiror Purchaser shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror the Purchaser in connection with such defense, settlement or resolution (including reasonable legal attorneys' fees, other professionals’ professionals ' and experts’ ' fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror the Purchaser may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed) . The Shareholders’ Agent Seller shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ AgentSeller, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent Seller shall have objected within [***] thirty (30) days after a written request for such consent by Acquirorthe Purchaser, no settlement or resolution by Acquiror of any such claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent Seller has consented to any such settlement or resolution, or if the Shareholders’ Agent Seller shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall not have any power or authority to object under Section 9.6 7.3 or any other provision of this Article IX VII to recovery the amount of any claim by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXresolution.

Third Party Claims. If In the event that Acquiror is subject to Indemnifiable Damages becomes aware of a third-party claim which Acquiror believes may result in a claim against the Escrow Fund by or has otherwise properly delivered on behalf of an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a third party claimIndemnified Person, Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which to the extent it is determined that Acquiror may seek is entitled to indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayedSection 8.2. The ShareholdersEffective Time Holders’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the ShareholdersEffective Time Holders’ Agent, which such consent shall not to be unreasonably unreasonably, withheld, conditioned or delayed delayed, and which shall be deemed to have been given unless the ShareholdersEffective Time Holders’ Agent shall have objected within [***] thirty (30) days after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any such claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such mattermatter subject to the Authority Limitation. In the event that the ShareholdersEffective Time Holders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the ShareholdersEffective Time Holders’ Agent nor any Closing Company Shareholder the Effective Time Holders shall have any power or authority to object under this Section 9.6 8.8 or any other provision of this Article IX ARTICLE VIII to recovery the amount of any claim by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages indemnity with respect to such settlement or resolution provided such recovery is otherwise (solely to the extent of the funds available in accordance with the terms and provisions of this Article IXEscrow Fund).

Third Party Claims. If In the Acquiror is subject to Indemnifiable Damages event an Indemnified Person becomes aware of a third-party claim that it believes may result in an indemnification or has otherwise properly delivered offset claim against the Escrow Fund or the Indemnifying Person by or on behalf of an Officer’s Certificate to Indemnified Person, the Shareholders’ Agent Indemnified Person shall promptly notify the Indemnifying Person in accordance with Section 9.5 hereof with respect to a third writing and in reasonable detail of such third-party claim, Acquiror provided however that no delay in providing such notice shall affect an Indemnified Person’s rights hereunder, unless (and then only to the extent that) the Indemnifying Person is materially prejudiced thereby. The Indemnifying Person shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror it in connection with such defense, settlement or resolution (including reasonable legal attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror the Indemnifying Person may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent Sellers Representative or Purchaser, as the case may be, shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ AgentSellers Representative or Purchaser, as the case may be (which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent Sellers Representative or Purchaser, as the case may be, shall have objected within [***] 15 days after a written request for such consent by AcquirorPurchaser or Sellers Representative, as the case may be), no settlement or resolution by Acquiror of any such claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent Sellers Representative has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent Sellers Representative nor any Closing Company Shareholder Seller shall have any power or authority to object under (including pursuant to Section 9.6 or any other provision of this Article IX Section 9) to recovery the amount of any claim by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages indemnity with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXresolution.

Third Party Claims. If In the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to event Acquirer becomes aware of a claim by a third party claim(a “Third-Party Claim”) that Acquirer in good faith believes may result in a claim for Damages indemnifiable by the Sellers hereunder by or on behalf of an Acquirer Indemnified Person, Acquiror Acquirer shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim Third-Party Claim (and the costs and expenses incurred by Acquiror Acquirer in connection with such defense, settlement settlement, enforcement or resolution (including reasonable legal attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek Acquirer shall be entitled to receive indemnification pursuant to a claim made hereunder, and such costs and expenses shall constitute Damages subject to indemnification under Section 7.3 to the extent it is ultimately determined that such Third-Party Claim arose out of, resulted from or was in connection with a matter listed in Section 7.3); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Securityholder Agent shall have the right to receive copies of all pleadings, notices and communications with respect to the thirdsuch Third-party claim Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Acquirer Indemnified Person and shall be entitledPerson, at its expensesubject to execution by the Securityholder Agent of Acquirer’s (and, to participate inif required, but not to determine or conduct, any defense of the thirdsuch third party’s) standard non-party claim or settlement negotiations with respect disclosure agreement to the third-party claimextent that such materials contain confidential or propriety information. However, except Acquirer shall have the right in its sole discretion to determine and conduct the defense of any Third-Party Claim and the settlement, adjustment or compromise of such Third-Party Claim; provided, that the Acquirer and the Securityholder Agent agree to reasonably cooperate with each other in connection with the defense, negotiation or settlement of any such Third-Party Claim; provided further, that neither Acquirer nor the Securityholder Agent shall settle, adjust or compromise any such Third-Party Claim without the prior written consent of the Shareholders’ Agent, other such Party (which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to have been given unless the Shareholders’ Agent other such Party shall have objected within [***] 20 days after a written request for such consent therefor). Unless otherwise consented to in writing in advance by AcquirorAcquirer in its sole discretion, no settlement the Securityholder Agent and its Affiliates may not participate in any Third-Party Claim or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating action related to such matterThird-Party Claim (including any discussions or negotiations in connection with the settlement, adjustment or compromise thereof). In the event that the Shareholders’ Securityholder Agent has consented to the amount of any settlement or resolution by Acquirer of any such settlement claim (which consent shall not be unreasonably withheld, conditioned or resolutiondelayed and which consent shall be deemed to have been given unless the Securityholder Agent shall have objected within 20 days after a written request therefor by Acquirer), or if the Shareholders’ Securityholder Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to the amount of any such settlement or resolution, neither the Shareholders’ Securityholder Agent nor any Closing Company Shareholder Seller shall have any power or authority to object under Section 9.6 or this ARTICLE VII to the amount of any other provision of this Article IX to recovery claim by or on behalf of any Acquirer Indemnified Person against the applicable Escrow Indemnity Fund for the Indemnifiable Damages indemnity with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXresolution.

Third Party Claims. If (1) All claims for indemnification made under this Eighth Clause resulting from, related to or arising out of a third-party claim against the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent Purchaser shall be made in accordance with Section 9.5 hereof with respect the following procedures. Purchaser shall give prompt written notification to Sellers’ Representative (a “Third Party Claim Notice”) of the commencement of any action, suit or proceeding relating to a third party claimclaim for which indemnification may be sought or, Acquiror shall have if earlier, upon the right in its sole discretion to conduct the defense assertion of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder)third party; provided, however, that Acquiror the failure to provide such notice shall not settle release Sellers from any obligations under this Eighth Clause except to the extent Sellers are materially prejudiced by such failure (including, without limitation, any delay that would adversely affect the ability of the Sellers to defend against the relevant claim). Such Third Party Claim Notice shall include a description, to extent known by Purchaser, of the facts constituting the basis for such third party claim and the amount of the Losses claimed, if known and quantifiable (the “Third Party Claim Amount”). (2) Within 10 (ten) calendar days after delivery of such Third Party Claim Notice, Sellers may, upon written notice thereof to the Purchaser, assume control of the defense, in good faith, of such action, suit, proceeding or resolve claim with counsel reasonably satisfactory to Purchaser. If Sellers do not assume control of such defense, Purchaser shall control such defense. The party not controlling such defense may participate therein at its own expense; provided that, if Seller assumes control of such defense and Purchaser reasonably concludes, based on advice from counsel, that the Purchaser and Seller have conflicting interests with respect to such action, suit, proceeding or claim, the reasonable fees and expenses of counsel to such Purchaser solely in connection therewith shall be considered “Losses” for purposes of this Agreement. Purchaser shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Shareholders’ Agent, which consent Sellers. Sellers shall not be unreasonably withheldagree to any settlement of such action, conditioned suit, proceeding or delayed. The Shareholders’ Agent shall receive copies claim that does not include a complete release of Purchaser Indemnitees from all pleadings, notices and communications liability with respect to the third-party claim to the extent thereto or that receipt of such documents does not affect imposes any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine liability or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with obligation on Purchaser Indemnitees without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matterPurchaser. In the event that Seller do not exercise its right to conduct the Shareholders’ Agent has consented to defense against any such settlement third party claim, Sellers shall cooperate with Purchaser in such defense and make available to the Purchaser, all such witnesses, records, materials and information in Sellers’ actual possession or resolution, or if under Sellers’ direct control relating thereto as is reasonably required by the Shareholders’ Agent shall have been determined by a final non-appealable court order Purchaser. (3) The party controlling the defense of a court third party claim shall keep the other party reasonably advised of competent jurisdiction to have unreasonably withheldthe status of such action, conditioned suit, proceeding or delayed its consent to any such settlement or resolution, neither claim and the Shareholders’ Agent nor any Closing Company Shareholder defense thereof and shall have any power or authority to object under Section 9.6 or any consider recommendations made by the other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages party with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXthereto.

Third Party Claims. If In the event Acquiror is subject to Indemnifiable Damages becomes aware of a third-party claim which Acquiror believes may result in a claim against the Escrow Fund by or has otherwise properly delivered on behalf of an Officer’s Certificate to Indemnified Person, Acquiror shall promptly notify the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a third of such third-party claim, . Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror in connection with such defense, defense or settlement or resolution (including reasonable legal attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] 15 days after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any such claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person with any third-party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolutionsettlement, neither the Shareholders’ Agent Agent, Seller nor any Closing Company Shareholder Holder shall have any power or authority to object under Section 9.6 8.5 or any other provision of this Article IX VIII to recovery the amount of any claim by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages indemnity with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXsettlement.

Third Party Claims. If The obligation of Sellers to indemnify Buyer under the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof provisions of this Article with respect to claims resulting from the assertion of liability by those not parties to this Agreement (including governmental claims for penalties, fines and assessments) shall be subject to the following terms and conditions: 8.2.1. Buyer shall give prompt written notice to Sellers of any assertion of liability by a third party claim, Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant might give rise to a claim made hereunder)for indemnification, which notice shall state the nature and basis of the assertion and the amount thereof, to the extent known; provided, however, that Acquiror no delay on the part of Buyer in giving notice shall relieve Sellers of any obligation to indemnify unless (and then solely to the extent that) Sellers are prejudiced by such delay and such delay results from the negligence or willful misconduct of Buyer. 8.2.2. If any action, suit or proceeding (a "Legal Action") is brought against Buyer with respect to which Sellers may have an obligation to indemnify Buyer, the Legal Action shall be defended by Sellers and such defense to include all proceedings for appeal or review which counsel for Buyer shall reasonably deem appropriate. 8.2.3. Notwithstanding the provisions of the previous subsection of this Article, until Sellers shall have assumed the defense of any such Legal Action, the defense shall be handled by Buyer. Furthermore, (i) if Buyer shall have reasonably concluded that there are likely to be defenses available to it that are different from or in addition to those available to Sellers, (ii) if Sellers fail to provide Buyer with evidence reasonably acceptable to Buyer that Sellers have sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action, (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief, or (iv) if a judgment against Buyer will, in the good faith opinion of Buyer, establish a custom or precedent which will be adverse to the best interests of its continuing business, Sellers shall not settle be entitled to assume the defense of the Legal Action and the defense shall be handled by Buyer. If the defense of the Legal Action is handled by Buyer under the provisions of this subsection, Sellers shall pay all legal and other expenses reasonably incurred by Buyer in conducting such defense. 8.2.4. In any Legal Action initiated by a third party and defended by Sellers (i) Buyer shall have the right to be represented by advisory counsel and accountants, at its own expense, (ii) Sellers shall keep Buyer fully informed as to the status of such Legal Action at all stages thereof, whether or resolve not Buyer is represented by its own counsel, (iii) Sellers shall make available to Buyer and its attorneys, accountants and other representatives, all books and records of Sellers relating to such Legal Action, and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. 8.2.5. In any Legal Action initiated by a third party and defended by Sellers, Sellers shall not make settlement of any claim without the prior written consent of the Shareholders’ AgentBuyer, which consent shall not be unreasonably withheld, conditioned withheld or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to Without limiting the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense generality of the third-party claim or settlement negotiations with respect to the third-party claim. Howeverforegoing, except with the prior written consent of the Shareholders’ Agent, which consent it shall not be unreasonably withheld, conditioned or delayed and which shall be deemed unreasonable to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such withhold consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim settlement involving injunctive or other equitable relief against such applicable Escrow Fund by Buyer or on behalf of an Indemnified Person shall be determinative of the existence of its assets, employees or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolutionbusiness, or if relief which Buyer reasonably believes could establish a custom or precedent which will be adverse to the Shareholders’ Agent shall have been determined by a final non-appealable court order best interests of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXcontinuing business.

Third Party Claims. If In the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to event Acquirer becomes aware of a claim by a third party claim(a “Third-Party Claim”) that Acquirer in good faith believes may result in a claim for Indemnifiable Damages by or on behalf of an Indemnified Person, Acquiror Acquirer shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim Third-Party Claim (and the costs and expenses incurred by Acquiror Acquirer in connection with such defense, settlement or resolution (including reasonable attorneys’ fees (other than those of in-house legal feescounsel), other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek Acquirer shall be entitled to receive indemnification pursuant to a claim made hereunder, and such costs and expenses shall constitute Indemnifiable Damages subject to indemnification under Section 8.2 regardless of whether it is ultimately determined that such Third-Party Claim arose out of, resulted from or was in connection with a matter listed in Section 8.2); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The ShareholdersStockholders’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to the thirdsuch Third-party claim Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claimPerson. However, except Acquirer shall have the right in its sole discretion to determine and conduct, the defense of any Third-Party Claim and the settlement, adjustment or compromise of such Third-Party Claim. Unless otherwise consented to in writing in advance by Acquirer in its sole discretion, the Stockholders’ Agent and its Affiliates may not participate in any Third-Party Claim or any action related to such Third-Party Claim (including any discussions or negotiations in connection with the prior written consent settlement, adjustment or compromise thereof). Solely to the extent that either the Stockholders’ Agent has consented to the amount of the Shareholders’ Agent, any settlement or resolution by Acquirer of any such claim (which consent shall not be unreasonably withheld, conditioned or delayed withheld and which consent shall be deemed to have been given unless the ShareholdersStockholders’ Agent shall have objected within [***] 30 days after a written request for such consent therefor by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolutionAcquirer), or if the ShareholdersStockholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed withheld its consent to the amount of any such settlement or resolution, neither the ShareholdersStockholders’ Agent nor any Closing Company Shareholder Converting Holder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX VIII to recovery the amount of any claim by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages indemnity with respect to such settlement or resolution provided resolution. If the Stockholders’ Agent reasonably objects to any such recovery is otherwise settlement, the existence or amount of Indemnifiable Damages shall be determined in accordance with the terms and provisions of this Article IXSection 8.6.

Third Party Claims. If Except as otherwise provided in Article 9, in the Acquiror is subject to Indemnifiable Damages event of the assertion of any actual or possible Proceeding that has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to been or may be brought or asserted by a third party claimagainst an Indemnified Party and that may be subject to indemnification pursuant to this Agreement (each, Acquiror a “Third-Party Claim”), Buyer shall have the right in right, at its sole discretion election, to conduct proceed with the defense of and to settle or resolve any such claim Third-Party Claim on its own (and the costs and expenses incurred by Acquiror Buyer in connection with such the defense, settlement or resolution of such Third-Party Claim (including reasonable legal attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall may be included in the Indemnifiable Damages for which Acquiror Buyer may seek indemnification pursuant to a claim made hereunder). If Buyer so proceeds with the defense of any such Claim: (a) Each Indemnifying Party shall use commercially reasonable efforts to make available to Buyer any documents and materials in its possession or control that may be necessary to the defense of such Third-Party Claim; provided, however, that Acquiror and (b) Buyer shall not settle have the right to settle, adjust or resolve compromise such claim Third-Party Claim without the prior written consent of the ShareholdersSellers’ Agent, Representative (which consent shall not be unreasonably withheld, conditioned or delayed), it being understood that the Sellers’ Representative shall consent to any settlement, adjustment or compromise of such Proceeding that Buyer may recommend that does not otherwise impose any equitable remedy on any Seller or any assets of any Seller. The ShareholdersBuyer shall give the Sellers’ Agent Representative prompt notice of the commencement of any such Third-Party Claim against Buyer or the Companies; provided however, that any failure on the part of Buyer to so notify the Sellers’ Representative shall receive copies not limit any of all pleadings, notices the obligations of the applicable Indemnifying Party pursuant to this Article 10 (except and communications with respect to the third-party claim only to the extent that receipt such failure materially prejudices the defense of such documents does not affect any privilege relating to any Indemnified Person and Third-Party Claim). The Sellers’ Representative shall be entitledentitled on behalf of the applicable Indemnifying Party, at its their sole option and expense, to participate in, but not to determine or conduct, any defense and investigation of the thirdsuch Third-party claim Party Claim or settlement negotiations with respect to the thirdsuch Third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXParty Claim.

Third Party Claims. If (a) In the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to event that Acquirer becomes aware of a potential claim by a third party claim(a “Third-Party Claim”) that Acquirer believes may result in a claim for Indemnifiable Damages by or on behalf of an Indemnified Person, Acquiror Acquirer shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim Third-Party Claim (and the costs and expenses incurred by Acquiror Acquirer in connection with such investigation, defense, settlement or resolution (resolution, including reasonable legal attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) costs shall be included in the Indemnifiable Damages for which Acquiror may seek Acquirer shall be entitled to receive indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent regardless of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayedoutcome of such Third-Party Claim). The Shareholders’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to the thirdsuch Third-party claim Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person Person, subject to execution by the Shareholders’ Agent of Acquirer’s (and, if required, such third party’s) standard non-disclosure agreement (and the Shareholders’ Agent may communicate such information only to the extent needed to the Company Shareholders, provided that any such recipients are subject to the same confidentiality obligations) to the extent that such materials contain confidential or propriety information. The Shareholders’ Agent shall be entitled, at its the Company Shareholders’ expense, to participate in, but not to determine or conduct, any defense of the thirdThird-party claim Party Claim or settlement negotiations with respect to the thirdThird-party claim. However, except with Party Claim. (b) In the prior written consent of event that the Shareholders’ AgentAgent has consented to the amount of any settlement or resolution by Acquirer of any such claim, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] 15 days after a written request for any such consent by Acquirorsettlement or resolution, no such settlement or resolution by Acquiror of any such claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person with any third party claimant shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, matter and neither the Shareholders’ Agent nor any Closing Company Shareholder Indemnifying Party shall have any power or authority to object under Section 9.6 or any other provision of this Article IX 9 to recovery the amount of any claim by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages indemnity with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXresolution.

Third Party Claims. If In the Acquiror is subject to Indemnifiable event FindWhat becomes aware of a third-party claim or Damages or has otherwise properly delivered an Officer’s Certificate to which FindWhat believes may result in a demand against the Escrow Fund, FindWhat shall notify the Shareholders’ ' Agent in accordance with Section 9.5 hereof with respect to a third party of such claim, Acquiror . FindWhat shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and with the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent' Agent which shall not be unreasonably withheld. In the event that the Shareholders' Agent has consented to any such settlement, the Shareholders' Agent shall have no power or authority to object under Section 9.5 or any other provision of this ARTICLE IX to the amount of any claim by FindWhat against the Escrow Fund for indemnity with respect to such settlement. The following procedures shall apply to this Section 9.8: (a) If within 30 days after receiving such notice, the Shareholders' Agent gives written notice to the FindWhat stating it intends to defend against such claim or Damages at its own cost and expense, the defense (including the right to settle or compromise such action, subject to the consent of FindWhat, which consent shall not be unreasonably withheld) of such matter, conditioned or delayed. The Shareholders’ Agent shall receive copies including selection of all pleadings, notices and communications with respect counsel (subject to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ AgentFindWhat, which consent shall not be unreasonably withheld) and the sole power to direct and control such defense, conditioned or delayed and which shall be deemed to have been given unless by the Shareholders’ ' Agent and the Shareholders' Agent shall have objected within [***] after make no payment in respect of such claim or Damages to any third party as long as the Shareholders' Agent is conducting a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such mattergood faith and diligent defense. In any such defense, the event Shareholders' Agent will consult with FindWhat in connection with the Shareholders' Agent's defense, and FindWhat shall make available all information and assistance that the Shareholders’ ' Agent may reasonably request and shall cooperate with the Shareholders' Agent in such defense. (b) In any such proceeding, FindWhat shall have the right to retain its own counsel, and will pay the fees and expenses of such counsel, unless: (i) the Shareholders' Agent and FindWhat shall have mutually agreed to the contrary; (ii) the Shareholders' Agent has failed within a reasonable time to retain counsel; or (iii) the named parties in any such proceeding (including any impleaded parties) include both FindWhat and Comet and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. In any case specified in clauses (i), (ii) or (iii) of the preceding sentence, Shareholders' Agent will bear the fees and expenses of counsel retained by FindWhat, it being understood that the Shareholders' Agent shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for fees and expenses of more than one separate firm (in addition to any local counsel) for FindWhat, and that all such fees and expenses shall be reimbursed by Shareholders' Agent as they are incurred. Any such separate counsel for which FindWhat claims it is entitled to have Shareholders' Agent bear fees and expenses shall be designated in writing by FindWhat. If in any such proceeding there shall be a settlement or final judgment for the plaintiff, the Shareholders' Agent agrees to indemnify FindWhat from and against any loss or liability by reason of such settlement or judgment, provided that if the proceeding is resolved by settlement, Shareholders' Agent has consented in writing to the settlement, which consent will not be unreasonably withheld. Notwithstanding the foregoing, if at any time FindWhat shall have requested the Shareholders' Agent to reimburse FindWhat for fees and expenses of counsel as contemplated in this Section 9.8(b), the Shareholders' Agent agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (x) such settlement or resolutionis entered into more than 30 days after receipt by the Shareholders' Agent of the request for reimbursement; and (y) the Shareholders' Agent shall not have reimbursed FindWhat in accordance with such request (other than due to a reasonable dispute as to the validity of such request) prior to the date of settlement. (c) If no notice of intent to dispute and defend is given by the Shareholders' Agent under Section 9.8(a), or if Shareholders' Agent fails or ceases to conduct a diligent good faith defense, FindWhat shall, at the expense of the Shareholders’ Agent ' Agent, undertake the defense of such claim or Damages with counsel selected by FindWhat, and shall have been determined by a final non-appealable court order of a court of competent jurisdiction the right to have unreasonably withheld, conditioned compromise or delayed its consent to any such settlement or resolution, neither settle the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXsame exercising reasonable business judgment.

Third Party Claims. If 7.2.1 Claims for which Parent is the Acquiror Indemnified Party. With respect ------------------------------------------------ to any claims or demands by third parties upon which Parent is subject entitled to Indemnifiable Damages indemnification hereunder, other than claims or demands covered by Section 7.3, whenever Parent shall have received a written notice that such a claim or demand has otherwise properly delivered an Officer’s Certificate to been asserted or threatened, Parent shall notify the Shareholders’ Agent "Holders' Representative"' (as designated in accordance with Section 9.5 hereof with respect to the Escrow Agreement) of such claim or demand and of the facts within Parent's knowledge that relate thereto within a third party claim, Acquiror reasonable time after receiving such written notice. The Holders' Representative shall then have the right in its sole discretion to conduct contest, negotiate or settle any such claim or demand through counsel of their own selection, satisfactory to Parent and solely at their own cost, risk, and expense. Notwithstanding the defense of and preceding sentence, the Holders' Representative shall not settle, compromise, or offer to settle or resolve compromise any such claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim demand without the prior written consent of the Shareholders’ AgentParent, which consent shall not be unreasonably withheld, conditioned withheld or delayed. The Shareholders’ Agent By way of illustration and not limitation it is understood that Parent may object to a settlement or compromise which includes any provision which in its reasonable judgment may have an adverse impact on or establish an adverse precedent for the Business Condition of Parent or any of its Subsidiaries. Parent shall receive copies of all pleadings, notices and communications with respect not have the right to the third-party claim object to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense a settlement which consists solely of the third-party payment of a monetary damage amount and which is subject to full indemnification under this Agreement. If the Holders' Representative fails to give written notice to Parent of their intention to contest or settle any such claim or settlement negotiations with respect to demand within twenty (20) calendar days after Parent has notified the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim Holders' Representative that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement claim or resolutiondemand has been made in writing and received by Parent, or if any such notice is given but any such claim or demand is not promptly contested by the Shareholders’ Agent Holders' Representative, Parent shall have been determined the right to satisfy and discharge the same by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheldpayment, conditioned compromise, or delayed its consent to any such settlement or resolutionotherwise, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms procedures set forth in the Escrow Agreement. 7.2.2 Claims for which the Share Recipients are the Indemnified --------------------------------------------------------- Parties. With respect to any claims or demands by third parties upon which a ------- Share Recipient is entitled to indemnification hereunder, whenever any Share Recipient shall have received a written notice that such a claim or demand has been asserted or threatened for which such Share Recipient is entitled to seek indemnification under Section 7.1.2, such Share Recipient shall notify Parent of such claim or demand and provisions of this Article IXthe facts within such Share Recipient's knowledge that relate thereto within a reasonable time after receiving such written notice. Parent shall then have the right to contest, negotiate or settle any such claim or demand through counsel of its own selection, and solely at its own cost, risk and expense.

Third Party Claims. If (a) In the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to event Parent becomes aware of a claim by a third party claim(a “Third-Party Claim”) that Parent in good faith believes may result in a claim under Section 8.2(a), Acquiror Parent shall promptly notify the Seller Agent of such claim in writing (a “Third-Party Claim Notice”) within twenty (20) calendar days of becoming aware of such Third Party Claim; provided, that no delay in providing such prompt notice shall affect an Indemnified Party’s rights hereunder, unless (and then only to the extent that) the Seller Agent or the Indemnifying Parties are materially prejudiced thereby. The Seller Agent shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the thirdsuch Third-party claim Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person Party, subject to execution by the Seller Agent of a standard non-disclosure agreement to the extent that such materials contain confidential or propriety information. Parent shall reasonably inform and consult with the Seller Agent regarding any defense or settlement of a Third-Party Claim, provided, that no settlement of any Third Party Claim shall be entitled, at made without the Seller Agent’s consent. The Seller Agent shall not unreasonably withhold its expense, consent to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations proposal with respect to the thirda Third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. Party Claim. (b) In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order Parent becomes aware of a court of competent jurisdiction to have unreasonably withheld, conditioned Third-Party Claim by an alleged current or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf former holder of any Indemnified Person against Equity Interests of the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement Company (including any predecessors), arising out of, resulting from or resolution provided such recovery is otherwise in accordance connection with the terms allocation of the Aggregate Consideration, including any adjustments to the Aggregate Consideration not taken into account at the Closing or pursuant to Section 1.18, the procedures set forth in Section 8.7(a) shall apply to the defense and provisions settlement of this Article IXsuch claim, provided, that the Company shall reimburse Parent for all costs and expenses incurred in connection with the defense and settlement of such claim.

Third Party Claims. If (a) Except as otherwise provided herein, promptly, but no later than 10 business days after receipt by a Person entitled or claiming to be entitled to indemnification pursuant to this Article VIII (“Indemnitee”) of written notice of the Acquiror is subject to Indemnifiable Damages commencement of any action or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a third party assertion of any claim, Acquiror liability or obligation by a third-party, against which claim, liability or obligation a Person is, or may be, required under this Article VIII to indemnify Indemnitee (“Indemnitor”), Indemnitee will, if a claim thereon is to be made against Indemnitor, notify Indemnitor in writing as promptly as practicable of the commencement or assertion thereof (the “Claim Notice”) and give Indemnitor a copy of such claim, process and all legal pleadings relating thereto. (b) Indemnitor shall have the right in its sole discretion to contest and conduct the defense of such action by giving written notice to Indemnitee of its election to do so within ten business days of the receipt of the Claim Notice. Indemnitor shall conduct the defense of the third-party claim actively, diligently and in good faith thereafter in order to settle or resolve any such claim (preserve its rights and the costs and rights of the Indemnitee in this regard. Indemnitee may participate in such defense by counsel of its own choosing at its own expense. If Indemnitee shall be required by final judgment not subject to appeal or by a settlement agreement to pay any amount in respect of any obligation or liability against which Indemnitor has agreed to indemnify Indemnitee under this Agreement, such amount plus all reasonable expenses incurred by Acquiror such Indemnitee in connection accordance with such defenseobligation or liability (including, settlement or resolution (including without limitation, reasonable legal fees, other professionals’ and expertsattorneys’ fees (other than fees incurred by counsel to Indemnitee employed pursuant to the immediately preceding sentence) and court or arbitration costscosts of investigations) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant promptly paid by Indemnitor to a claim made hereunder); providedIndemnitee, however, that Acquiror subject to reasonable documentation. (c) Indemnitee shall not settle or resolve such claim compromise any claim, action or proceeding without the prior written consent of Indemnitor and (ii) Indemnitor shall not settle or compromise any claim, action or proceeding without the Shareholders’ Agentprior written consent of Indemnitee, which consent shall not be unreasonably withheld. (d) Indemnitee shall use reasonable efforts to mitigate any damage, conditioned loss, cost, expense, liability or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications obligation with respect to which it shall be entitled to indemnification hereunder. (e) Failure of Indemnitee to give the third-party claim Claim Notice to Indemnitor within the ten business day period required hereunder shall not affect Indemnitee’s rights to indemnification hereunder, except to the extent that receipt (and then only to the extent that) Indemnitor incurs additional expenses or Indemnitor’s defense of such documents does not affect any privilege relating claim is actually prejudiced by reason of such failure to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXgive timely notice.

Third Party Claims. If (i) In the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to event Parent becomes aware of a third-party claim which Parent reasonably believes may result in a demand against the Shareholders’ Agent Escrow Fund, Parent shall promptly thereafter notify the Stockholder Representative in accordance with Section 9.5 hereof with respect to a third party writing of such claim, Acquiror . The Stockholder Representative shall have the right in its sole discretion to conduct elect to assume the defense of and such claim unless (x) the Losses arising from such claim may reasonably be expected to settle exceed the Escrow Amount (with the shares of Parent Common Stock then held in escrow being valued, on a per share basis, at the then Average Parent Stock Price), (based solely on the damages alleged by the third party, if any damages are alleged) or resolve (y) the claim seeks relief which would limit or otherwise adversely affect the conduct of business by the Surviving Corporation. Failure by the Stockholder Representative to notify Parent of its election to assume the defense of any such claim or litigation by a third party within twenty-five (25) days after notice thereof has been given to the Stockholder Representative shall be deemed a waiver by the Stockholder Representative of its right to assume the defense of such claim or litigation, and the costs Parent shall have the right to retain its own counsel, without prejudice to its right of indemnification under this Agreement. All claims for legal fees and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costsLosses against the Escrow Fund for which Parent is entitled to indemnification pursuant to this Section 9.3(f) shall be included subject to, and shall be exclusively resolved through, the claims processing and dispute procedures set forth in this Section 9.3. (ii) The Stockholder Representative, if it is entitled to and does assume the defense, shall retain counsel reasonably satisfactory to Parent to defend such claim and shall pay the fees and disbursements of such counsel with regard thereto. If the Stockholder Representative elects to assume the defense, the obligations under Article IX of this Agreement shall include taking all steps that the Stockholder Representative deems reasonably necessary in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a investigation, defense or settlement of such claim made hereunderor litigation (including the retention of legal counsel); provided, however, that Acquiror (x) the Stockholder Representative shall not settle or resolve first consult with Parent regarding such claim settlement, (y) no settlement may be made by the Stockholder Representative without the prior written consent in writing of the Shareholders’ AgentParent, which consent shall not be unreasonably withheld, conditioned withheld or delayed. The Shareholders’ Agent , unless such settlement (i) releases Parent from any liability in respect thereof, (ii) does not include any admission of culpability on the part of Parent and (iii) does not impose an injunction or other equitable relief upon Parent, the Surviving Corporation or the Company Subsidiaries or otherwise impose affirmative or negative covenants on Parent, the Surviving Corporation or the Company Subsidiaries and (z) the Stockholder Representative shall receive copies of all pleadings, notices and communications not enter into any settlement with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ AgentTaxes without Parent's consent, which consent shall not be unreasonably withheldwithheld or delayed. If the Stockholder Representative elects to assume the defense, conditioned the Stockholder Representative shall permit Parent to participate in such defense or delayed settlement through separate counsel chosen by Parent, with the fees and expenses of such separate counsel borne by Parent; provided, however, that in the event Parent shall conclude (upon the advice of counsel) that there may be legal defenses or rights available to it which are different from, in actual conflict with, or additional to those available to the Stockholder Representative, Parent shall be deemed entitled to have been given unless select separate counsel to act on its behalf and the Shareholders’ Stockholder Representative shall instruct the Escrow Agent shall have objected within [***] after a written request for such consent to pay the reasonable separate counsel fees and other reasonable expenses related thereto from the Escrow Fund. Any Losses caused by Acquiror, no or arising out of any settlement or resolution any Order respecting any third party claim shall be satisfied exclusively by Acquiror of any claim that gives rise to a Parent claim against such applicable the Escrow Fund by or on behalf of an Indemnified Person and Parent shall be determinative solely responsible for any such amount in excess of the existence of or amount of Indemnifiable Damages relating to such matterthen available Escrow Fund. In the event that the Shareholders’ Agent Stockholder Representative has consented in writing to any such settlement or resolutionsettlement, or if the Shareholders’ Agent Company Stockholders shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any no power or authority to object under Section 9.6 or any other provision of this Article IX to recovery any claim for an amount less than or equal to the amount of such settlement by or on behalf of any Indemnified Person Parent against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement. (iii) Parent, if Parent is entitled to and does assume the defense, shall retain counsel reasonably satisfactory to the Stockholder Representative to defend such claim and shall pay the fees and disbursements of such counsel with regard thereto. If Parent elects to assume the defense, the obligations under Article IX of this Agreement shall include taking all steps Parent deems reasonably necessary in the investigation, defense or settlement of such claim or resolution provided litigation (including the retention of legal counsel) and holding the Stockholder Representative harmless from and against any and all Losses caused by or arising out of any settlement approved by the Parent or any judgment in connection with such recovery is otherwise in accordance claim or litigation; provided, however, that Parent shall first consult with the terms Stockholder Representative regarding such settlement. If Parent elects to assume the defense of such third-party claim or litigation, Parent shall permit the Stockholder Representative to participate in such defense or settlement through separate counsel chosen by the Stockholder Representative, with the fees and provisions expenses of this Article IXsuch separate counsel borne by such the Stockholder Representative; provided, however, that in the event the Stockholder Representative shall conclude (upon the advice of counsel) that there may be legal defenses or rights available to it which are different from, in actual conflict with, or additional to those available to Parent, the Stockholder Representative shall be entitled to select separate counsel to act on its behalf and the Stockholder Representative shall pay the reasonable separate counsel fees and other reasonable expenses related thereto and, such fees and expenses will be paid from the Escrow Fund.

Third Party Claims. (a) If the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance Parent receives written notice of a third-party claim, including any dispute with Section 9.5 hereof a Governmental Authority with respect to Pre-Closing Tax Liabilities (a third party “Third Party Claim”) that may result in a Liability Claim by or on behalf of an Indemnified Person, Parent will notify the Representative of such Third-Party Claim within 60 days after Parent becomes aware of any such Third Party Claim, which notice shall set forth such material information with respect to the Third Party Claim as is reasonably available to Parent, but no delay or failure on the part of Parent in notifying the Representative shall relieve the Representative and Indemnifying Securityholders from their obligations hereunder unless the Representative and the Indemnifying Securityholders are thereby materially prejudiced by such delay (and then solely to the extent of such material prejudice). ***CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.*** (b) If any Third Party Claim is asserted against an Indemnified Person, the Representative will be entitled, if the Representative so elects by written notice delivered to Parent within fourteen days after receiving Parent’s notice of such claim, Acquiror the opportunity to participate in, but not direct or conduct, any defense of such claim, except that the Representative shall not be provided such opportunity to the extent that Parent determines that such participation could result in the loss of any attorney-client privilege or right under the work-product doctrine of Parent or any Indemnified Person in respect of such claim. Such right of participation shall come at the sole cost and expense of the Representative and the Indemnifying Securityholders, and shall not permit recourse to the Indemnification Holdback Shares. The Representative’s participation will be subject to Section 4.10(d). Parent will have the right in its sole discretion to conduct consent to the defense entry of and to any judgment or settle any Third Party Claim, but no judgment or resolve settlement of any such claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim Third Party Claim without the prior written consent of the Shareholders’ AgentRepresentative, which consent shall not be unreasonably withheld, conditioned withheld or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall will be determinative of the existence of or amount of Indemnifiable Damages Losses relating to such matter. In If the event that the Shareholders’ Agent has consented Representative consents to any such settlement judgment or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolutionsettlement, neither the Shareholders’ Agent Representative nor any Closing Company Shareholder shall Indemnifying Securityholder will have any power or authority to object under Section 9.6 to the amount or validity of any other provision of this Article IX to recovery claim by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages indemnification hereunder with respect to such settlement settlement. Notwithstanding any other provision of this Agreement, any costs and expenses of defense and investigation, including court costs and reasonable attorneys’ fees incurred or resolution provided such recovery is otherwise suffered by the Indemnified Persons in accordance connection with the terms and provisions defense of this Article IXany third-party claim alleging matters that would be indemnifiable under Section 4.3, whether or not it is ultimately determined that the matter is indemnifiable under Section 4.3, will constitute Losses subject to indemnification under Section 4.3.

Third Party Claims. If In the Acquiror event Buyer becomes aware of a third-party claim which Buyer in good faith believes is subject reasonably likely to Indemnifiable Damages result in a claim against the Holdback Fund by or has otherwise properly delivered on behalf of an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a third party claimIndemnified Person (“Third Party Claim”), Acquiror Buyer shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim Third Party Claim (and the reasonable costs and expenses incurred by Acquiror Buyer in connection with such defense, settlement or resolution (including reasonable legal attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror Buyer may seek indemnification pursuant to a claim made hereunder); provided. Buyer shall timely notify the Sellers’ Representative of a Third Party Claim, however, that Acquiror the Sellers’ Representative shall not settle or resolve such claim without have the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall right to receive copies of all pleadings, notices and communications with respect to the third-party claim Third Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its sole option and expense, to participate in, but not to determine or conduct, any defense of the third-party claim Third Party Claim or settlement negotiations with respect to the third-party claimThird Party Claim. However, except with the prior written consent of the ShareholdersSellers’ AgentRepresentative, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the ShareholdersSellers’ Agent Representative shall have objected within [***] 15 Business Days after a written request for such consent by AcquirorBuyer, no settlement or resolution by Acquiror Buyer of any claim that gives rise to a claim against such applicable Escrow the Holdback Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the ShareholdersSellers’ Agent Representative has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the ShareholdersSellers’ Agent Representative nor any Closing Company Shareholder Indemnifying Party shall have any power or authority to object under Section 9.6 or any other provision of this Article IX ARTICLE 9 to recovery the amount of any claim by or on behalf of any Indemnified Person against the applicable Escrow Holdback Fund for the Indemnifiable Damages indemnity with respect to such settlement or resolution provided but only to the extent that the amount of any such recovery claim by or on behalf of any Indemnified Person is otherwise equal to or less than the amount consented to in accordance with the terms and provisions of this Article IXany such settlement or resolution.

Third Party Claims. If the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate The Buyer shall promptly give written notice to the Shareholders’ Agent Sellers according to art. 6.5 above of any claim of a third party which might result in a claim, suit, action or proceeding of the Buyer against the Sellers, in accordance with Section 9.5 hereof with respect this Agreement. (hereinafter referred to a third party claim, Acquiror as "Third Party Claim") Sellers shall have the right to participate, and, to the maximum extent permitted by law, join, at their cost, by counsel or counsels of their choice, in its sole discretion to conduct the defense of any claim, action, suit or proceeding asserted or initiated against the Companies and/or the Buyer constituting the subject matter of a notice of a Third Party Claim. Buyer shall properly and diligently defend, and shall cause the Companies to settle properly and diligently defend, any Third Party Claim and shall refrain, and shall cause the Companies to refrain, from taking any action which could prejudice the defense of Sellers' interest hereunder. Buyer shall not make or resolve accept any settlement of any Third Party Claims nor shall make acquiescence thereto or, as the case may be, to any demand, assessment, judgement or order constituting the subject matter of a notice to Sellers of a Third Party Claims or, as the case may be, having resulted from any such claim (and claim, action, suit or proceeding, nor shall permit the costs and expenses incurred by Acquiror in connection with such defenseCompanies to do so, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ AgentSellers, which consent shall not be unreasonably withheld, conditioned or delayedwithheld without reasonable justification. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect If a firm offer is made to the third-party claim Companies or to Buyer to settle any matter giving rise to the extent that receipt of such documents does Sellers' liability under this Article 6 which Sellers but not affect any privilege relating Buyer, are willing to any Indemnified Person and accept, Buyer and/or the Companies (as the case may be) shall be entitledfree not to enter into such settlement and to commence or continue litigation, at its its/their own expense, but Sellers' liability under Article 6.01 or otherwise shall be limited to participate in, but not to determine or conduct, any defense the amount of the third-party claim proposed settlement, including monetary amounts and performance or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise contributions in accordance with the terms and provisions of this Article IXkind.

Third Party Claims. If In the Acquiror is subject to Indemnifiable Damages event Acquirer becomes aware of a third-party claim which Acquirer in good faith believes may result in a claim against the Escrow Fund by or has otherwise properly delivered on behalf of an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a third party claimIndemnified Person, Acquiror Acquirer shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror Acquirer in connection with such defense, settlement or resolution (including reasonable legal attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror Acquirer may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The ShareholdersStockholders’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the ShareholdersStockholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquirordelayed, no settlement or resolution by Acquiror Acquirer of any claim that gives rise to a claim against such applicable the Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the ShareholdersStockholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the ShareholdersStockholders’ Agent nor any Closing Company Shareholder Effective Time Holder shall have any power or authority to object under Section 9.6 8.5 or any other provision of this Article IX 8 to recovery the amount of any claim by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages indemnity with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXresolution.

Third Party Claims. If the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof The obligations and liabilities of Buyer hereunder with respect to a third Third Party Claim for which Sellers are entitled to indemnification pursuant to this Section 11.3 will be subject to the following terms and conditions. (i) Buyer will have the right, but not the obligation, to defend against and to direct the defense of any such Third Party Claim and any related Proceeding at Buyer’s sole cost and expense and with counsel of Buyer’s choosing (subject to the approval of Sellers Representative, which will not be unreasonably withheld or delayed) and Sellers will reasonably cooperate in the defense thereof. Sellers Representative may participate in such defense with counsel of its own choosing, provided that Buyer will not, following written notice of its election to defend against and direct the defense of any such Third Party Claim, be liable to Sellers under this Section 11.3 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding incurred by Sellers Representative in connection with the defense of such Proceeding unless (A) a Seller is also a party claimto such Third Party Claim and the Sellers Representative determines in good faith that such Seller has available to him one or more defenses or counterclaims that are inconsistent with those of Buyer or (B) Buyer fails to provide reasonable assurance to Sellers Representative of its financial capacity to defend such Third Party Claim and provide indemnification with respect to such Third Party Claim. If Buyer assumes the defense of a Third Party Claim, Acquiror shall no compromise, discharge or settlement of, or admission of liability in connection with, such claims may be effected by Buyer without the written consent of Sellers Representative (which consent will not be unreasonably withheld or delayed) unless (x) there is no finding or admission of any violation of law or any violation of the rights of any Person and no effect on any other claims that may be made against Sellers, and (y) the sole relief provided is monetary damages that are paid in full by Buyer. Buyer will have no liability with respect to any compromise or settlement of such claims effected without its written consent (which consent will not be unreasonably withheld or delayed), unless Sellers Representative has waived any right of Sellers to indemnification therefore by Buyer. (ii) If, however, Buyer fails or refuses to undertake the defense of such Third Party Claim within 10 days after the Sellers Indemnification Notice has been given to Buyer by Sellers Representative or if Buyer later withdraws from such defense, Sellers Representative will have the right in its sole discretion to conduct undertake the defense of and to settle or resolve any such claim (and with counsel of his own choosing, with Buyer responsible for the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect defense and bound by any privilege relating to determination made in such Third Party Claim or any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim compromise or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent effected by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXSellers Representative.

Third Party Claims. (a) If the Acquiror Parent receives written notice of a third-party claim that Parent believes is subject reasonably likely to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent result in a claim for indemnification in accordance with Section 9.5 hereof with respect 7.2 by or on behalf of a Parent Indemnified Person, Parent shall promptly notify Hold Co of such third-party claim and provide Hold Co the opportunity to a third party direct, through counsel of its own choosing (who shall be reasonably acceptable to Parent), at its own cost, the defense or settlement of such claim; provided, that (a) the claim or proceeding solely seeks (and continues to seek) monetary damages; (b) Parent reasonably determines in good faith that there is no reasonable likelihood that such claim will cause the Parent Indemnified Persons to suffer Losses in excess of the amount held in the Escrow Fund from time to time during the pendency of the claim, Acquiror excluding any amount subject to any other claim; and (c) Hold Co agrees in writing that the Escrow Fund is available to cover any amounts paid in resolution or settlement of the claim subject to the limitations set forth in Section 7.3 (the conditions set forth in clauses (a) through (c) are, collectively, the “Parent Litigation Conditions”). If the Parent Litigation Conditions are met and Hold Co elects to assume the defense of any such claim or proceeding, Hold Co shall allow Parent to participate in such defense, but in such case the expenses of Parent shall be paid by Parent. A Parent Indemnified Person shall provide Hold Co and its counsel with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with Hold Co in the defense or settlement thereof, and the Parent Indemnified Persons shall be reimbursed from the Escrow Fund for all of their reasonable out-of-pocket expenses in connection therewith. If Hold Co elects to direct the defense of any such claim or proceeding, the Parent Indemnified Persons shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability unless (i) Hold Co consents in writing to such payment, (ii) Hold Co withdraws from the defense of such asserted liability and Parent undertakes the defense or settlement of such claim or proceeding and settles such claim or proceeding in accordance with this Section 7.8 or (iii) a final judgment from which no appeal may be taken by or on behalf of Hold Co is entered against Parent Indemnified Persons for such liability. If Hold Co fails to defend or if, after commencing or undertaking any such defense, Hold Co fails to prosecute or withdraws from such defense, or if any of the Parent Litigation Conditions cease to be met, Parent shall have the right in its sole discretion to conduct undertake the defense of and to settle or resolve any such claim settlement thereof (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) which shall be included conducted by Parent diligently and in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant good faith), and retain counsel, reasonably satisfactory to a claim made hereunder)Hold Co, at Hold Co’s expense; provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent Hold Co shall not be unreasonably withheldrequired to pay the fees and expenses of more than one counsel for the Parent Indemnified Persons in any single action, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim except to the extent that receipt two or more such Parent Indemnified Persons shall have conflicting interests in the outcome of such documents does not affect action and, without the consent of Hold Co in writing, no settlement any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the such claim with third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person claimants shall be determinative of the existence of or amount of Indemnifiable Damages Losses relating to such matter. In the event that the Shareholders’ Agent has consented If Hold Co consents to any such settlement or resolutionsettlement, or if the Shareholders’ Agent Hold Co shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall not have any power or authority to object under Section 9.6 to the amount or validity of any other provision of this Article IX to recovery claim by or on behalf of any Parent Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages indemnity with respect to such settlement except to the extent the limits set forth in Section 7.3 apply. Notwithstanding any other provision of this Agreement, any costs and expenses of defense and investigation, including court costs and reasonable attorneys fees incurred or resolution provided such recovery suffered by the Parent Indemnified Persons in connection with the defense of any third party claim that, if adversely determined against the Parent Indemnified Person, would be indemnifiable hereunder, shall constitute Losses that shall be indemnifiable under Section 7.2. (b) If Hold Co receives written notice of a third-party claim that Hold Co believes is otherwise reasonably likely to result in a claim for indemnification in accordance with Section 7.2 by or on behalf of a Company Indemnified Person, Hold Co shall promptly notify Parent of such third-party claim and provide Parent the terms opportunity to direct, through counsel of its own choosing (who shall be reasonably acceptable to Hold Co), at its own cost, the defense or settlement of such claim; provided that (a) the claim or proceeding solely seeks (and provisions continues to seek) monetary damages; (b) Hold Co reasonably determines in good faith that there is no reasonable likelihood that such claim will cause the Company Indemnified Persons to suffer Losses in excess of the aggregate liability of Parent for Losses under Section 7.2(c) as set forth in Section 7.3(b), excluding any amount subject to any other claim; and (c) Parent agrees in writing to be liable for any amounts paid in resolution or settlement of the claim subject to the limitations set forth in Section 7.3 (the conditions set forth in clauses (a) through (c) are, collectively, the “Hold Co Litigation Conditions”). If the Hold Co Litigation Conditions are met and Parent elects to assume the defense of any such claim or proceeding, Parent shall allow Hold Co to participate in such defense, but in such case the expenses of Hold Co shall be paid by Hold Co. The Company Indemnified Persons shall provide Parent and its counsel with reasonable access to its records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with Parent in the defense or settlement thereof, and the Company Indemnified Persons shall be reimbursed for all of their reasonable out-of-pocket expenses in connection therewith. If Parent elects to direct the defense of any such claim or proceeding, the Company Indemnified Persons shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability unless (i) Parent consents in writing to such payment, (ii) Parent withdraws from the defense of such asserted liability and Hold Co undertakes the defense or settlement of such claim or proceeding and settles such claim or proceeding in accordance with this Section 7.8 or (iii) a final judgment from which no appeal may be taken by or on behalf of Hold Co is entered against a Company Indemnified Person for such liability. If Parent fails to defend or if, after commencing or undertaking any such defense, Parent fails to prosecute or withdraws from such defense, or if any of the Hold Co Litigation Conditions are met, Hold Co shall have the right to undertake the defense or settlement thereof (which shall be conducted by Hold Co diligently and in good faith), and retain counsel, reasonably satisfactory to Parent, at Parent’s expense; provided, however, that Parent shall not be required to pay the fees and expenses of more than one counsel for the Company Indemnified Persons in any single action, except to the extent that two or more such Company Indemnified Persons shall have conflicting interests in the outcome of such action and, without the consent of Parent in writing, no settlement of any such claim with third-party claimants shall be determinative of the amount of Losses relating to such matter. If Parent consents to any such settlement, Parent shall not have any power or authority to object to the amount or validity of any claim by or on behalf of any Company Indemnified Person for indemnity with respect to such settlement except to the extent the limits set forth in Section 7.3 apply. Notwithstanding any other provision of this Article IXAgreement, any costs and expenses of defense and investigation, including court costs and reasonable attorneys fees incurred or suffered by the Company Indemnified Persons in connection with the defense of any third party claim that, if adversely determined against the Company Indemnified Person, would be indemnifiable hereunder, shall constitute Losses that shall be indemnifiable under Section 7.2.

Third Party Claims. If In the Acquiror is subject to Indemnifiable Damages event Buyer or has otherwise properly delivered an Officer’s Certificate to the Surviving Corporation receives written notice of a third-party claim (a "Third Party Claim") which Buyer reasonably expects may result in a demand against the Escrow Fund, Buyer shall provide the Shareholder Representative with reasonably prompt written notice thereof. The Shareholder Representative, as representative for the Shareholders’ Agent , shall have the right to participate in accordance with Section 9.5 hereof with respect or, by giving written notice to a third party claimBuyer, Acquiror to assume the defense of any Third Party Claim at the expense of the Escrow Fund and by counsel selected by the Shareholder Representative (which counsel must be reasonably satisfactory to Buyer), and Buyer will cooperate in good faith (and shall be permitted to participate at Buyer's expense) in such defense; provided, however, that the Shareholder 49 57 Representative shall not be entitled to assume control of the defense of any Third Party Claim that (i) could reasonably be expected to have any impact on the ongoing operations or goodwill of the Surviving Corporation or Buyer or their intellectual property or (ii) could reasonably be expected to result in Losses in excess of the Escrow Fund. Buyer shall have the right in its sole discretion to conduct the defense of and to settle any Third Party Claim contemplated by clause (i) or resolve any such claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costsii) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder)above; provided, however, that Acquiror shall not settle or resolve if Buyer settles any such claim Third Party Claim without the prior Shareholder Representative's written consent of the Shareholders’ Agent, (which consent shall not be unreasonably withheld, conditioned withheld or delayed. The Shareholders’ Agent shall receive copies of all pleadings), notices and communications Buyer may not make a claim against the Escrow Fund with respect to the third-party claim to amount of Losses incurred by Buyer in such settlement unless the extent Shareholder Representative unreasonably withheld or delayed such consent; provided, further, that receipt of such documents does the Shareholder Representative may not affect settle any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior Third Party Claim without Buyer's written consent of the Shareholders’ Agent, (which consent shall not be unreasonably withheld, conditioned withheld or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matterdelayed). In the event that the Shareholders’ Agent Shareholder Representative has consented to any such settlement or resolutionsettlement, or if the Shareholders’ Agent Shareholder Representative shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any no power or authority to object under Section 9.6 or any other provision of this Article IX 7 to recovery by or on behalf the amount of any Indemnified Person claim by Buyer against the applicable Escrow Fund for the Indemnifiable Damages with respect to the amount of Losses incurred by Buyer in such settlement or resolution provided such recovery is otherwise in accordance with as consented to by the terms and provisions of this Article IXShareholder Representative.

Third Party Claims. If In the Acquiror is subject event Parent receives a claim in writing by a third party (other than a claim with respect to Tax Matters, which shall instead be governed by Section 6.13(d)) (a “Third-Party Claim”) that Parent in good faith reasonably believes may result in a claim for Indemnifiable Damages by or has otherwise properly delivered an Officer’s Certificate on behalf of a Indemnified Person, shall give prompt written notice of such Third-Party Claim to the Shareholders’ Agent Agent; it being understood that any delay in accordance with Section 9.5 hereof with respect providing such notice shall not relieve an Indemnifying Party of its indemnification obligations unless, and to a third party claimthe extent, Acquiror that the Indemnifying Party is materially prejudiced by such delay. Parent shall have the right in its sole discretion to conduct conduct, by counsel or other representatives of its own choosing, the defense of and and, solely with the prior written consent of the Shareholders’ Agent (such consent not to be unreasonably withheld, conditioned or delayed), to settle or resolve any such claim (Third-Party Claim and the costs and expenses incurred by Acquiror Parent in connection with such defense, settlement settlement, enforcement or resolution (including reasonable legal attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek if Parent shall be entitled to receive indemnification pursuant to a claim made hereunder); provided, however, that Acquiror hereunder with respect to such Third-Party Claim. Parent shall not settle or resolve pursue the defense of such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayedThirty-Party Claim in good faith. The Shareholders’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to the thirdsuch Third-party claim Party Claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person Parent and to the extent permitted by Applicable Law. The Shareholders’ Agent shall be entitledhave the right, at its expensecost, to participate in, but not to determine or conduct, any in the defense of the thirdany Third-party claim Party Claim or settlement any action related to such Third-Party Claim (including any discussions or negotiations with respect to the third-party claim. However, except in connection with the prior written consent settlement, adjustment or compromise thereof) and Parent agree that it will consult with, and reasonably consider, the views of the Shareholders’ Agent. Parent shall allow all Qualified Employees with knowledge or expertise with respect to the Third-Party Claim to communicate with, which consent shall not be unreasonably withheldand provide reasonable assistance to (at the Shareholders’ Agent’s expense), conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for or Company Shareholders involved in such consent by Acquiror, no settlement matters provided that such assistance does not materially interfere with such Qualified Employee’s professional responsibilities to Parent or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. its Affiliates In the event that the Shareholders’ Agent has consented to the amount of any settlement or resolution by Parent of any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolutionclaim, neither the Shareholders’ Agent nor any Closing Company Shareholder Indemnifying Party shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery the amount of any claim by or on behalf of any Indemnified Person against the applicable Indemnity Escrow Fund for the Indemnifiable Damages indemnity with respect to such settlement or resolution provided such recovery is otherwise resolution. Notwithstanding anything in accordance with this Agreement to the terms and contrary, in the event of any conflict or overlap between the provisions of this Article IXSection 9.8 and Section 6.13(d), Section 6.13(d) shall control.

Third Party Claims. If In the event Acquiror is subject to Indemnifiable Damages becomes aware of a third-party claim which Acquiror in good faith believes may result in a claim against the Holdback Fund by or has otherwise properly delivered on behalf of an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a third party claimIndemnified Person, Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and claim. It is hereby clarified that the reasonable costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that, with respect to any third party claims for patent infringement asserted by non-practicing entities (NPEs), for which Acquiror asserts a claim against the Holdback Fund by or on behalf of an Indemnified Person in respect of an alleged breach of any representations, warranties, covenants and other agreements of Company and/or Parent (“NPE Claims”), unless a court of competent jurisdiction has determined, or the Stockholders’ Agent has otherwise agreed in writing, that an actual breach of any such representation, warranty, covenant or other agreement by Company and/or Parent has occurred, the costs and expenses attributable to the defense, settlement or resolution of any such NPE Claims (“NPE Claim Costs”) shall be included in the Indemnifiable Damages for which Acquiror shall not settle may seek indemnification pursuant to a claim made hereunder only when, and solely to the extent that (i) in any individual case or resolve controversy, the NPE Claim Costs exceed $250,000 in the aggregate (the “Individual NPE Claim Threshold”) or (ii) the NPE Claim Costs of all such claim without NPE Claims exceeds $500,000 in the prior written consent aggregate (the “Aggregate NPE Claims Threshold”) irrespective of whether NPE Claim Costs of any individual NPE Claim exceed the Individual NPE Claim Threshold. Once the Individual NPE Claims Threshold is exceeded with respect to an individual case or controversy, all of such costs and expenses in excess of the Shareholders’ AgentIndividual NPE Claims Threshold for such NPE Claim shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder. Once the Aggregate NPE Claims Threshold is exceeded, all of such costs and expenses in excess of the Aggregate NPE Claims Threshold shall be included in the Indemnifiable Damages for which consent shall not be unreasonably withheld, conditioned or delayedAcquiror may seek indemnification pursuant to a claim made hereunder. The ShareholdersStockholders’ Agent shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the ShareholdersStockholders’ Agent, which such consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the ShareholdersStockholders’ Agent shall have objected within [***] 15 days after a written request for such consent by AcquirorAcquiror or if the Stockholders’ Agent shall have been determined to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow the Holdback Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the ShareholdersStockholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the ShareholdersStockholders’ Agent nor any Closing Company Shareholder Stockholder or Parent Member shall have any power or authority to object under Section 9.6 8.5 or any other provision of this Article IX ARTICLE 8 to recovery the amount of any claim by or on behalf of any Indemnified Person against the applicable Escrow Holdback Fund for the Indemnifiable Damages indemnity with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXresolution.

Third Party Claims. If Except as set forth in Schedule 9.7, in the Acquiror is subject event Purchaser becomes aware of a third-party claim that ▇▇▇▇▇▇▇▇▇ believes may result in a claim for indemnification pursuant to Indemnifiable Damages this Article IX by or has otherwise properly delivered on behalf of an Indemnified Person, Purchaser shall (i) promptly deliver to the Seller Agent an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect thereto and (ii) provide the Seller Agent the opportunity to a third party participate in, at the Seller Agent’s sole cost and expense, any defense of such claim. Except as set forth in Schedule 9.7, Acquiror shall Purchaser shall, however, have the right in its sole discretion to conduct the defense of of, and to settle or resolve resolve, any such claim, including paying and/or agreeing to pay, in settlement or resolution of such claim, any amounts to the third party making such claim (and the such amounts, collectively, a “Settlement Payment”). The costs and expenses incurred by Acquiror Purchaser in connection with such any investigation, defense, settlement or resolution of such claim and the enforcement and protection of its rights under this Agreement in respect thereof (including reasonable legal attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) (collectively, “Defense Costs,” which, for the avoidance of doubt, do not include a Settlement Payment itself), shall be included in the constitute Indemnifiable Damages for which Acquiror may seek the Indemnified Persons shall be indemnified to the extent an indemnification pursuant claim is made under this Article IX, whether or not it is ultimately determined that such third-party claim is itself indemnifiable under Section 9.2 (but only if the allegations or claims underlying such third-party claim, taken as alleged or claimed, would be reasonably likely to a claim made hereunderbe indemnifiable under Section 9.2); provided, however, that Acquiror but shall not settle or resolve otherwise be subject to the indemnification limitations applicable to such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayedthird-party claim. The Shareholders’ Seller Agent shall have the right to receive copies of all pleadings, notices and communications with respect to the such third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and subject to execution by the Seller Agent of Purchaser’s standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information; provided that Purchaser shall be entitled, at use its expense, commercially reasonable efforts to participate in, but not make appropriate substitute arrangements to determine permit reasonable access or conduct, disclosure in such circumstances. In the event that Purchaser determines to settle or resolve any defense of the such third-party claim or settlement negotiations make a Settlement Payment in connection therewith, Purchaser shall first consult with respect to and seek the third-party claim. However, except with the prior written consent of the Shareholders’ AgentSeller Agent to such Settlement Payment. If the Seller Agent has consented in writing to such Settlement Payment, which consent shall not be unreasonably withheldthen, conditioned or delayed and which shall be deemed subject to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquirorapplicable limitations in this Article IX, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or and amount of Indemnifiable Damages relating with respect to such matter. In Settlement Payment shall be determinative and binding upon the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, Sellers and neither the Shareholders’ Seller Agent nor any Closing Company Shareholder Seller shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person (against the applicable Indemnity Escrow Fund or otherwise) for any Indemnifiable Damages claimed with respect to such Settlement Payment in accordance with, and subject to the limitations in, this Article IX. If the Seller Agent has not consented in writing to such Settlement Payment, then such Settlement Payment shall not be determinative or binding upon the Sellers and the existence and amount of Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise Settlement Payment shall be determined in the manner applicable to indemnification claims made in accordance with with, and subject to the terms and provisions of limitations in, this Article IX.

Third Party Claims. If Within ten (10) days after receipt by a person entitled or claiming to be entitled to indemnification pursuant to Sections 7.2 or 7.3 (“Indemnitee”) of written notice of the Acquiror is subject to Indemnifiable Damages commencement of any action or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to assertion of any claim, liability or obligation by a third party party, against which claim, Acquiror liability or obligation a person is, or may be, required under Sections 7.2 or 7.3 to indemnify Indemnitee (“Indemnitor”), Indemnitee will, if a claim thereon is to be made against Indemnitor, notify Indemnitor in writing of the commencement or assertion thereof (the “Claim Notice”) and give Indemnitor a copy of such claim, process and all legal pleadings relating thereto. Indemnitor shall have the right in its sole discretion to contest and conduct the defense of such action with counsel reasonably acceptable to Indemnitee by giving written notice to Indemnitee of its election to do so within ten (10) days of the receipt of the Claim Notice, and Indemnitee may participate in such defense by counsel of its own choosing at its own expense. If Indemnitee shall be required by final judgment not subject to settle appeal or resolve by a settlement agreement to pay any amount in respect of any obligation or liability against which Indemnitor has agreed to indemnify Indemnitee under this Agreement, such claim (and the costs and amount net of any associated Tax benefits plus all reasonable expenses incurred by Acquiror such Indemnitee in connection accordance with such defenseobligation or liability (including, settlement or resolution (including without limitation, reasonable legal fees, other professionals’ and expertsattorneys’ fees (other than fees incurred by counsel to Indemnitee employed pursuant to the immediately preceding sentence) and court or arbitration costscosts of investigations) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant promptly paid by Indemnitor to a claim made hereunder); providedIndemnitee, however, that Acquiror subject to reasonable documentation. Indemnitee shall not settle or resolve such claim compromise any claim, action or proceeding without the prior written consent of the Shareholders’ AgentIndemnitor, which consent shall not be unreasonably withheld. Indemnitee shall use reasonable efforts to mitigate any damage, conditioned loss, cost, expense, liability or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications obligation with respect to which it shall be entitled to indemnification hereunder. Failure of Indemnitee to give the thirdClaim Notice to Indemnitor within the ten-party claim day period required hereunder shall not affect Indemnitee’s rights to indemnification hereunder, except if (and then only to the extent that receipt that) Indemnitor incurs additional expenses or Indemnitor’s defense of such documents does not affect any privilege relating claim is actually prejudiced by reason of such failure to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXgive timely notice.

Third Party Claims. (a) In the case that Seller is the Indemnifying Party: (i) If the Acquiror is subject to Indemnifiable Damages Buyer receives notice of or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent becomes aware of any claim by a third-party (“Third Party Claim”) which Buyer reasonably expects would result in accordance with Section 9.5 hereof with respect to a third party claimindemnification claim under this Article IX, Acquiror Buyer shall have the right in its sole discretion to conduct the defense promptly notify Seller of and to settle or resolve any such claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder)Third Party Claim; provided, however, that Acquiror the failure to give prompt notice shall not affect the indemnification provided hereunder except to the extent Seller has been actually and materially prejudiced as a result of such failure. The notice of a Third Party Claim shall include, based on the information then available to Buyer, a summary in reasonable detail of the basis for the Third Party Claim and a reasonable estimate of the Damages. Seller shall, within ten (10) Business Days of receipt of such notice, notify Buyer whether Seller desires to undertake and conduct the defense of such Third Party Claim (provided that Seller may not assume the defense of a Third Party Claim (A) unless the then remaining amount of the Escrow Fund would be sufficient to cover all indemnification obligations reasonably expected to become payable in respect of the Third Party Claim and all other pending or unsatisfied claims made on the Escrow Fund or Seller otherwise provides reasonable assurance of its ability to satisfy all indemnification obligations reasonably expected to become payable in respect of the Third Party Claim, (B) if, in the reasonable opinion of counsel to Buyer, such Third Party Claim seeks any injunction, declaratory judgment or other non-monetary order or equitable relief against any Buyer Indemnitee, or (C) if the litigation or outcome of such Third Party Claim would reasonably be expected to materially impact Buyer or its business). Buyer hereby consents to Seller assuming the defense of the Third Party Claims referred to in Section 9.1(vi) subject to the terms and conditions of this Section 9.5. (ii) If Seller assumes the defense of a Third Party Claim, notwithstanding any other provision of this Agreement, the Indemnifying Parties shall be liable for the full amount of all Damages incurred by the Buyer Indemnitee(s) arising out of or relating to such Third Party Claim (and, for the avoidance of doubt, without regard to any of the limitations provided for in this Article IX) and Seller shall take all actions necessary or appropriate to defend against the Third Party Claim. Buyer may, at its own expense, participate in the defense of any such Third Party Claim assumed by Seller and Seller shall in good faith take into account the views of Buyer. (iii) If Seller assumes the defense of a Third Party Claim and in the reasonable opinion of counsel to the applicable Buyer Indemnitee, (x) there are or may be substantive legal defenses available to such Buyer Indemnitee that are different from or additional to those available to the Seller, or (y) a conflict of interest may arise between the positions of such Buyer Indemnitee and the Seller in conducting the defense of any such action that would make such separate representation advisable, the Buyer Indemnitee shall be entitled to select separate counsel to act on its behalf and the fees and expenses of such separate counsel shall be additional indemnifiable Damages under this Article IX; provided, however, that in no event shall Seller be required to pay fees and expenses under this indemnity for more than one firm of attorneys (in addition to local counsel) in any jurisdiction in any one legal action or group of related legal actions. If Seller does not assume the defense of a Third Party Claim, Seller may, at its own expense, participate in the defense of any such Third Party Claim and Buyer shall in good faith take into account the views of Seller; provided that, subject to clause (iv) below, Buyer shall have full control over the litigation, including settlement and compromise thereof. (iv) Neither Seller nor Buyer may settle any matter (in whole or resolve such claim in part) without the prior written consent of the Shareholders’ Agentother party, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies Buyer may withhold consent to any settlement unless such settlement (A) includes a complete and unconditional release of all pleadingsthe Buyer Indemnitee, notices and communications with respect (B) excludes any injunctive or non-monetary relief applicable to the third-party claim Buyer Indemnitee, and (C) excludes any finding or admission of fault, liability or any violation of law. (b) In the case that Buyer is the Indemnifying Party: (i) If Seller receives notice of or otherwise become aware of any Third Party Claim which Seller reasonably expects would result in an indemnification claim, Seller shall promptly notify Buyer of such Third Party Claim; provided, however, that the failure to give prompt notice shall not affect the indemnification provided hereunder except to the extent that receipt Buyer has been actually and materially prejudiced as a result of such documents does not affect any privilege relating failure. The notice of a Third Party Claim shall include, based on the information then available to any Indemnified Person and shall be entitledSeller, at its expense, to participate in, but not to determine or conduct, any defense a summary in reasonable detail of the third-party claim basis for the Third Party Claim and a reasonable estimate of the Damages. (ii) Buyer shall have full control over the litigation, including settlement and compromise thereof; provided, however, Buyer may not settle any matter (in whole or settlement negotiations with respect to in part) without the third-party claim. However, except with the prior written consent of the Shareholders’ AgentSeller, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless delayed. (iii) Seller may, at its own expense, participate in the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror defense of any claim that gives rise to a claim against such applicable Escrow Fund Third Party Claim assumed by or on behalf Buyer and Buyer shall in good faith take into account the views of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXSeller.

Third Party Claims. LICENSEE shall use its best efforts to detect any possible infringements, claims or actions in derogation of any Licensed Rights by any third parties in the Territory (each, a "THIRD PARTY CLAIM" and collectively, "THIRD PARTY CLAIMS") and shall notify MOSSIMO promptly of any such Third Party Claims. Subject to Section 7.7(b), LICENSEE shall take all necessary action on account of such Third Party Claims to protect the Licensed Rights. If the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate LICENSEE initiate any legal proceedings on account of any such Third Party Claim, MOSSIMO shall cooperate with and assist LICENSEE to the Shareholders’ Agent extent reasonably necessary to protect the Licensed Rights (other than the payment of fees and expenses by MOSSIMO). If MOSSIMO elects to participate in accordance with or assume responsibility for any legal proceedings on account of any Third Party Claim pursuant to Section 9.5 hereof with respect to 7.7(b), and/or if a third party claimlicensee of MOSSIMO participates in any such Third Party Claim pursuant to Section 7.7(b), Acquiror LICENSEE shall have cooperate with and assist MOSSIMO and/or such third party licensee to the right in its sole discretion extent reasonably necessary to conduct protect the defense Licensed Rights. LICENSEE shall provide courtesy copies of all correspondence related to Third Party Claims to MOSSIMO and to any attorney designated by MOSSIMO. In no event shall LICENSEE resolve, settle or resolve otherwise dispose of any such claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim Third Party Claim without the prior written consent approval of MOSSIMO. LICENSEE shall bear all fees and expenses incurred in connection with the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating legal proceedings related to any Indemnified Person Third Party Claim and shall be entitledthe sole recipient of any damages received from such proceedings; PROVIDED, at its expenseHOWEVER, that in the event MOSSIMO and/or a third party licensee of MOSSIMO participates in the legal proceedings related to participate insuch Third Party Claim pursuant to Section 7.7(b), but not to determine or conduct, any defense MOSSIMO and/or such third party licensee of MOSSIMO shall share in the third-party claim or settlement negotiations with respect expenses related to the third-party claim. However, except with Third Party Claim in such amounts as MOSSIMO determines in its sole and complete discretion and the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which damages received from such Third Party Claim shall be deemed shared in proportion to have been given unless the Shareholders’ Agent expenses borne by each of them. At the end of each month during the Term, LICENSEE shall have objected within [***] after provide MOSSIMO with a written request for such consent status report that summarizes any Third Party Claim activities undertaken by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXLICENSEE.

Third Party Claims. If In the Acquiror is subject to Indemnifiable Damages event Buyer becomes aware of a third-party claim which Buyer in good faith believes may result in a claim for indemnification under this Article VII by or has otherwise properly delivered an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to on behalf of a third party claimBuyer Indemnified Person, Acquiror Buyer shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim (and the reasonable costs and expenses incurred by Acquiror Buyer in connection with such defense, settlement or resolution (including reasonable legal attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror Buyer may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent Representative shall have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Buyer Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ AgentRepresentative, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent Representative shall have objected within [***] twenty (20) days after a written request for such consent by AcquirorBuyer, no settlement or resolution by Acquiror Buyer of any claim that gives rise to a claim against such applicable Escrow Fund for indemnification by or on behalf of an a Buyer Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent Representative has consented to any such settlement or resolution, or if the Shareholders’ Agent Representative shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall not have any power or authority to object under Section 9.6 7.5 or any other provision of this Article IX VII to recovery the amount of any claim by or on behalf of any Buyer Indemnified Person against the applicable Escrow Fund Shares or otherwise for the Indemnifiable Damages indemnity with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXresolution.

Third Party Claims. (a) In case of the assertion in writing of any claim initiated or asserted by any person, firm, governmental authority or corporation other than Purchaser or any affiliate of Purchaser (a "Third Party Claim") against Drew or the commencement of any litigation asserting a Third Party Claim which may give rise to any indemnification obligation of Shareholders (each an "Indemnitor") to Purchaser or Drew under the provisions of this Article, Purchaser shall give notice thereof as provided hereunder as promptly as practicable after Purchaser's receipt of such written assertion or the commencement of such litigation unless the failure to give such notice would not materially prejudice Shareholders, such notice to be given by Purchaser not later than would materially prejudice Shareholders if they chose to defend such litigation as hereinafter provided. If Indemnitor demonstrates to Purchaser that Indemnitor will be able to pay the Acquiror is subject full amount of potential liability in connection with any Third Party Claim, Indemnitor may at its sole cost and expense, upon written notice given to Indemnifiable Damages Purchaser within fifteen (15) days after its receipt of Purchaser's notice under this Section 9.5, assume the defense, with counsel reasonably satisfactory to Purchaser, of any such Third Party Claim or has otherwise properly delivered an Officer’s Certificate litigation, provided that Indemnitor admits in writing to the Shareholders’ Agent in accordance with Section 9.5 hereof Purchaser its liability solely as between it and Purchaser with respect to a third party claim, Acquiror shall have the right in its sole discretion to conduct all material elements thereof. If Indemnitor assumes the defense of and to settle or resolve any such claim (or litigation, the obligations of Indemnitor hereunder as to such claim or litigation shall be limited to taking all steps necessary in the defense or settlement thereof and the costs to holding Purchaser harmless from and against any and all losses, liabilities, expenses incurred and damages caused by Acquiror or arising out of any settlement approved by Indemnitor or any judgment in connection with such claim or litigation, and Purchaser shall make available or cause to be made available to Indemnitor such books and records in Drew's possession as Indemnitor may reasonably require in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in . Except with the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the express prior written consent of the Shareholders’ AgentPurchaser, which consent Indemnitor shall not consent to the settlement or entry of any judgment arising from any such claim or litigation which in each case does not include as an unconditional term thereof the giving by the claimant or plaintiff, as the case may be, to Purchaser of an unconditional release from all liability in respect thereof unless Indemnitor shall have actually paid the full amount of any such settlement or judgment. Purchaser shall be unreasonably withheldentitled to be consulted about (but not control) the defense of, conditioned or delayed. The Shareholders’ Agent shall and receive copies of all pleadingspleadings and other material papers in connection with, notices and communications with respect to the third-party any such claim to the extent that receipt of such documents or litigation. If Indemnitor does not affect assume the defense of any privilege relating to any Indemnified Person and shall be entitledsuch claim or litigation, at its expensePurchaser may defend the same in such manner as it may deem appropriate, to participate in, including but not limited to determine settling such claim or conduct, any defense litigation after giving reasonable notice of the third-party claim or settlement negotiations with respect same to the third-party claim. HoweverIndemnitor on such terms as Purchaser may deem appropriate, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise Indemnitor will promptly reimburse Purchaser in accordance with the terms and provisions of this Article IXSection 9.5, provided that Purchaser furnish Indemnitor with copies of all pleadings and other material documents in connection with any such claim or litigation and that Indemnitor is consulted about (albeit not in control of) such litigation. Anything contained in this Section 9.5 to the contrary notwithstanding, (i) Indemnitor shall not be entitled to assume the defense of any such claim or litigation if the Third Party Claim seeks an order, injunction or other equitable relief against Purchaser which, if successful, might materially interfere with, or adversely affect, the operation of its business by Purchaser or Drew; and (ii) Purchaser or Drew may defend any Third Party Claim to which Purchaser or Drew may have a defense or counterclaim which Indemnitor is not entitled to assert to the extent necessary to assert and maintain such defense or counterclaim provided that Purchaser provide or cause to be provided to Indemnitor copies of all pleadings and other material documents in connection with any such claim or litigation and that Indemnitor is consulted about (albeit not in control of) such litigation. (b) In case of the assertion in writing of any Third Party Claim or the commencement of any litigation asserting a Third Party Claim which may give rise to any obligation of Purchaser to Shareholders under the provisions of this Section, Shareholders shall have the rights, duties and obligations of Purchaser under Section 9.5 and Purchaser shall have the right, duties and obligations of Shareholders.

Third Party Claims. If Without limiting Wendover's liability to Client under this Agreement, each of the Acquiror is subject to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate parties acknowledge that by entering into and performing its obligations under this Agreement Wendover will not assume and should not be exposed to the Shareholders’ Agent in accordance business and operational risks associated with Section 9.5 hereof with respect Client's business, and Client therefore agrees to a indemnify and defend Wendover and hold Wendover harmless from any and all third party claimLosses arising out of the conduct of Client's business, Acquiror shall have including but not limited to the right use by Client of the Services, and (i) The action or inaction of any prior servicer of the Mortgage Loans; (ii) Tax penalties and interest that arose or accrued through the period ending forty-five (45) days after the Transfer Date; (iii) Any dispute between Mortgagor(s) and Client or Mortgagor(s) and Wendover, or any dispute between Warehouse Lender(s) and Client or Warehouse Lender(s) and Wendover (including any disputes under the Blocked Account Control Agreement, the Bailee Agreement and Waiver, or the Indemnification Agreement); (iv) Insufficient hazard insurance coverage or hazard insurance coverage that lapsed prior to the Transfer Date; (v) Inaccurate or incomplete information supplied to Wendover by Client or any agent, consultant, vendor, subcontractor or representative thereof; (vi) Advances for negative amortization; (vii) Damage to person or property occurring on a Mortgaged Property; (viii) Wendover's appearance or participation in, or defense of, any legal action that is ancillary to Wendover's duties under this Agreement and that in its sole discretion to conduct the defense of and to settle opinion may involve it in any expense or resolve any such claim (and the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder)liability; provided, however, that Acquiror shall not settle or resolve such claim without Wendover may with the prior written consent of the Shareholders’ AgentClient, which consent shall not be unreasonably withheld, conditioned undertake any such action that it may deem necessary or delayed. The Shareholders’ Agent shall receive copies of all pleadings, notices and communications desirable with respect to this Agreement and the third-party claim to rights, duties and the extent that receipt interests of the parties hereto. In such documents does not affect any privilege event, Client will be responsible for the Losses and will reimburse Wendover therefor; and (ix) Any environmental matters or claims relating to any Indemnified Person and shall be entitledor arising from the Mortgaged Properties, at its expense, to participate in, including but not limited to determine violations of federal, state or conductlocal laws, any defense of the third-party claim regulations or settlement negotiations with respect to the third-party claim. However, except with the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXordinances.

Third Party Claims. If In the event Acquiror is subject to becomes aware of a third-party claim which Acquiror in good faith believes may result in a claim for Indemnifiable Damages by or has otherwise properly delivered on behalf of an Officer’s Certificate to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect to a third party claimIndemnified Person, Acquiror shall have the right in its sole discretion to conduct the defense of and to settle or resolve any such claim; provided, that, if such third party claim is not an Exempt Claim and the Securityholders’ Agent first irrevocably agrees in writing that (A) the matters alleged in such third party claim are within the scope of and are subject to the indemnification provisions set forth in Sections 8.1 and 8.2 and (B) it will not contest the Company Stockholders’ obligation to provide indemnification with respect to such third-party claim then: the Acquiror will not enter into any settlement with respect to such third-party claim without the prior written consent of the Securityholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. It is hereby clarified that the costs and expenses incurred by Acquiror in connection with such defense, settlement or resolution (including reasonable legal attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) shall be included in the Indemnifiable Damages for which Acquiror may seek obtain indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed. The ShareholdersSecurityholders’ Agent shall also have the right to receive copies of all pleadings, notices and communications with respect to the third-party claim to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense of the third-party claim or settlement negotiations with respect to the third-party claim. However, except with In the prior written consent of event that the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the ShareholdersSecurityholders’ Agent has consented to any such settlement or resolution, neither the Securityholders’ Agent nor any Company Securityholder shall have objected within [***] after a written request any power or authority to object under Section 8.4 or any other provision of this ARTICLE 8 to the amount of any claim by or on behalf of any Indemnified Person for Indemnifiable Damages for indemnity with respect to such consent by Acquirorsettlement or resolution. In the event that the Securityholders’ Agent has not consented to any such settlement or resolution, no such settlement or resolution by Acquiror of any claim that gives rise to a claim against such applicable Escrow Fund for Indemnifiable Damages by or on behalf of an Indemnified Person shall be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented to any such settlement or resolution, or if the Shareholders’ Agent shall have been determined by a final non-appealable court order of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any such settlement or resolution, neither the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IX.

Third Party Claims. 5.1 If the Acquiror is subject Purchaser or the relevant Group Company has a right of recovery or indemnity against a person, including an insurer, in respect (in whole or in part) of a matter which has given rise to Indemnifiable Damages or has otherwise properly delivered an Officer’s Certificate could give rise to a Claim (a “right of recovery”), the Purchaser must: (a) notify the Management Parties’ Representatives of the right of recovery as soon as reasonably practicable following it coming to the Shareholders’ Agent in accordance with Section 9.5 hereof with respect notice of the Purchaser or any member of the Purchaser Group; (b) exercise all reasonable commercial endeavours to a third party claimmitigate its loss (including, Acquiror shall have where applicable, the right in its sole discretion to conduct the defense exercise and enforcement of and to settle or resolve any such claim right of recovery); and (c) provide the Management Parties’ Representatives and the costs and expenses incurred by Acquiror in connection their advisers with such defense, settlement or resolution (including reasonable legal fees, other professionalsinformation and updates as the Management Parties’ and experts’ fees and court or arbitration costs) shall be included Representatives reasonably require in the Indemnifiable Damages for which Acquiror may seek indemnification pursuant to a claim made hereunder); provided, however, that Acquiror shall not settle or resolve such claim without the prior written consent respect of the Shareholders’ Agent, which consent shall exercise of any such right of recovery. 5.2 The Management Parties will not be unreasonably withheld, conditioned or delayed. The Shareholders’ Agent shall receive copies liable to make payment in respect of all pleadings, notices and communications with respect to the third-party claim a Claim to the extent that receipt the Purchaser or the relevant Group Company has actually recovered from a third party, including an insurer, an amount which relates to the matter that gave rise to the Claim (in whole or in part). For the avoidance of doubt, this paragraph 5.2 shall not relieve the Management Parties from any liability to the extent that the amount so recovered (less the reasonable costs and expenses of making such documents does not affect any privilege relating to any Indemnified Person and shall be entitled, at its expense, to participate in, but not to determine or conduct, any defense recovery) falls short of the third-party claim or settlement negotiations with respect amount of the Claim. 5.3 If the Management Parties pay an amount to the third-party claim. HoweverPurchaser in respect of a Claim and the Purchaser subsequently recovers from a third party, except with including an insurer, an amount which relates (in whole or in part) to the prior written consent of the Shareholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which shall be deemed to have been given unless the Shareholders’ Agent shall have objected within [***] after a written request for such consent by Acquiror, no settlement or resolution by Acquiror of any claim matter that gives gave rise to a claim against such applicable Escrow Fund the Claim (2, the Purchaser must notify the Management Parties’ Representatives of that fact and the amount recovered and: (a) if the amount paid by or on behalf of the Management Parties to the Purchaser is less than the amount recovered from the third party, the Purchaser must pay the Management Parties an Indemnified Person shall be determinative of amount equal to the existence of or amount of Indemnifiable Damages relating to such matter. In the event that the Shareholders’ Agent has consented Management Parties paid to any such settlement or resolution, or the Purchaser; or (b) if the Shareholders’ Agent shall have been determined amount paid by a final non-appealable court order the Management Parties to the Purchaser is more than the amount recovered from the third party, the Purchaser must pay the Management Parties an amount equal to the amount recovered from the third party, less, in each case, the reasonable costs and expenses of a court of competent jurisdiction to have unreasonably withheld, conditioned or delayed its consent to any recovering such settlement or resolution, neither third party amount incurred by the Shareholders’ Agent nor any Closing Company Shareholder shall have any power or authority to object under Section 9.6 or any other provision of this Article IX to recovery by or on behalf of any Indemnified Person against the applicable Escrow Fund for the Indemnifiable Damages with respect to such settlement or resolution provided such recovery is otherwise in accordance with the terms and provisions of this Article IXPurchaser Group.