Common use of Third Party Claims Clause in Contracts

Third Party Claims. With respect to third party claims, if within twenty (20) days after receiving the notice described in clause (a) above the indemnifying party gives (i) written notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With respect to If a claim by a third party claimsis made against an Indemnified Party and if such Indemnified Party intends to seek indemnity with respect thereto under this Article, if within twenty (20) days after receiving the notice described in clause (a) above such Indemnified Party shall promptly notify the indemnifying party gives (i) written in writing of such claims setting forth such claims in reasonable detail; provided, however, the foregoing notwithstanding, the failure of any Indemnified Party to give any notice required to be given hereunder shall not affect such Indemnified Party's right to indemnification hereunder except to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by extent the indemnifying party (subject from whom such indemnity is sought shall have been prejudiced in its ability to defend the consent claim or action for which such indemnification is sought by reason of the indemnified party which consent shall not be unreasonably withheld) and the indemnified such failure. The indemnifying party shall not be required have 20 days after receipt of such notice to make any payment with respect to such claimundertake, liability or expense as long as the indemnifying party is conducting a good faith through counsel of its own choosing and diligent defense at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided, however, that the assumption Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of defense of such counsel shall be borne by such Indemnified Party. The Indemnified Party shall not pay or settle any such matters by claim which the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussionscontesting. Notwithstanding anything herein statedthe foregoing, the indemnified party Indemnified Party shall at all times have the right to fully participate pay or settle any such claim, provided that in such defense at its own expense directly or through counsel; provided, however, if the named parties event it shall waive any right to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid indemnity therefor by the indemnifying party. If no such the indemnifying party does not notify the Indemnified Party within 20 days after the receipt of the Indemnified Party's notice of intent a claim of indemnity hereunder that it elects to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by thereof, the indemnified party), and Indemnified Party shall have the right to contest, settle or compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature canthe claim but shall not be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defensethereby waive any right to indemnity therefor pursuant to this Agreement.

Third Party Claims. With respect to If a claim by a third party claimsis made against an indemnified Person hereunder, and if within twenty (20) such indemnified Person intends to seek indemnity with respect thereto under this Article, such indemnified Person shall promptly notify the indemnifying Person in writing of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified Person to give prompt notice as provided herein shall not relieve the indemnifying Person of any of its obligations hereunder, except to the extent that the indemnifying Person is materially prejudiced by such failure. If the indemnifying Person acknowledges in writing its obligation to indemnify the indemnified Person against any Losses that may result from such third party claim, then the indemnifying Person shall have 20 days after receiving the notice described in clause (a) above the indemnifying party gives (i) written receipt of such notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount undertake, through counsel of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if requiredchoosing, then counsel for the defense shall be selected by the indemnifying party (subject to the consent reasonable approval of the such indemnified party which consent shall not be unreasonably withheld) Person, and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense, the settlement or defense thereof, and the indemnified Person shall cooperate with it in connection therewith; provided, however, that the assumption indemnified Person may participate in such settlement or defense through counsel chosen by such indemnified Person, provided that the fees and expenses of defense of any such matters counsel shall be borne by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnificationsuch indemnified Person. The indemnifying party Person shall have not settle any claim or consent to the right, with entry of any judgment without the prior written consent of the indemnified partyPerson, unless (i) such settlement or judgement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified Person from all Liability with respect to such claim and (ii) such settlement or judgement does not involve the imposition of equitable remedies or the imposition of any material obligations on such indemnified Person other than financial obligations for which consent shall not such indemnified Person will be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided indemnified hereunder. If the indemnifying parties' Person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified Person shall be borne by such indemnified Person unless there exists or is reasonably likely to exist a conflict of interest between them as to their respective legal defenses (other than one that is of a monetary nature) in the reasonable judgment of the indemnified Person, in which case the indemnified Person shall be entitled to retain one law firm as its separate counsel, the reasonable fees and expenses of which shall be reimbursed as they are incurred by the indemnifying Person. If the indemnifying Person does not notify the indemnified Person within 20 days after the receipt of the indemnified Person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof and that it acknowledges its obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the Person against any Losses that may result from such claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and Person shall have the right to contest, settle or compromise or settle (exercising the claim in a reasonable business judgment)manner, such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by and the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and Person shall cooperate with in connection therewith, but the indemnifying party in such defenseindemnified Person shall not thereby waive any right to indemnity therefor pursuant to this Agreement.

Third Party Claims. With respect to If a claim by a third party claimsis made against an indemnified party, and if such indemnified party intends to seek indemnity with respect thereto hereunder, the indemnified party shall promptly (and in any case within thirty days of such claim being made and within the period provided in Section 6.5, if within twenty applicable) notify the indemnifying party of such claim. The indemnifying party shall have thirty (2030) days after receiving the notice described in clause (a) above the indemnifying party gives (i) written receipt of such notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount undertake, conduct and control, through counsel of such claim if such claim were successful its own choosing and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to expense, the indemnified party that such claim will be promptly paid in full if requiredsettlement or defense thereof, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not cooperate with it in connection therewith; PROVIDED that (a) the indemnifying party shall permit the indemnified party to participate in such settlement or defense through counsel chosen by the indemnified party, provided the fees and expenses of such counsel shall be required to make borne by the indemnified party and (b) the indemnifying party shall promptly reimburse the indemnified party for the full amount of any payment with respect to Loss resulting from such claim, liability or expense as claim and all related expenses incurred by the indemnified party within the limits of this Article VI (except for expenses contemplated by clause (a) preceding). So long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of reasonably contesting any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein statedclaim in good faith, the indemnified party shall at all times not pay or settle any such claim. Notwithstanding any of the foregoing, the indemnified party shall have the right to fully participate pay or settle any such claim, provided that in such defense at its own expense directly or through counsel; provided, however, if the named parties event it shall waive any right to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid indemnity therefor by the indemnifying party. If no such the indemnifying party does not notify the indemnified party within thirty (30) days after the receipt of the indemnified party's notice of intent claim of indemnity hereunder that it elects to dispute and defend is given by undertake the indemnifying party, or if such diligent good faith defense is not being or ceases to be conductedthereof, the indemnified party shallshall have the right to contest, settle or compromise the claim in the exercise of its reasonable judgment (but with due regard for obtaining the most favorable outcome reasonably likely under the circumstances, taking account of costs and expenditures) at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With respect to In the event that any legal proceeding shall be instituted, or any claim or demand shall be asserted, by any third party claimsin respect of which indemnity may be sought by Purchaser or the Company pursuant to the provisions of this Agreement, if within twenty (20) days the party seeking indemnification, with reasonable promptness after receiving the notice described in clause (a) above the indemnifying party gives (i) obtaining knowledge of such proceeding, claim or demand shall give written notice thereof to the indemnified other party, who shall then have the right, at its option and expense, to be represented by counsel of its choice in connection with such matter, which counsel shall be reasonably satisfactory to the party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful seeking indemnification, and (B) that it disputes and intends to defend against against, negotiate, settle or otherwise deal with any such claimproceeding, liability claim or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expensedemand; provided, however, that without the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the prior written consent of the indemnified partyparty seeking indemnification, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep not consent to the indemnified party apprised entry of the status any judgment in or agree to any settlement of the claim, liability or expense any such matters; and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information provided further that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major mattersseeking indemnification may retain counsel, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly expense, to represent it and participate in connection with any such proceeding or through counsel; provided, however, if the named parties to the action claim or proceeding include both demand. Failure by the indemnifying party and to notify the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense seeking indemnification of the indemnifying party's election to defend any proceeding, undertake the defense of claim or demand with respect to which indemnity is sought within thirty (with counsel selected 30) days after notice thereof shall have been given by the indemnified party), and party seeking indemnification shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely deemed a waiver by the indemnifying partyparty of its right to defend against such matter. If the indemnifying party assumes defense of any such proceeding, then claim or demand, it shall take or cause to be taken all steps necessary in connection with such defense, and the indemnified party seeking indemnification shall make available in all information and assistance events be entitled to indemnity with respect to such matter, as provided in this Agreement. In the event that the indemnifying party does not elect to defend any proceeding, claim or demand with respect to which indemnity is sought, the party seeking indemnification may reasonably request defend against, settle or otherwise deal with any such proceeding, claim or demand in such matter as it may in its good faith discretion deem appropriate and shall cooperate with the indemnifying party in shall be liable for indemnification with respect to such matter, including without limitation the reasonable costs of such defense, as provided in this Agreement. In the event of any proceeding, claim or demand by a third party with respect to which a claim for indemnification is made hereunder, the parties hereto agree that they will cooperate fully with each other in connection with the defense or settlement of such matter.

Third Party Claims. With respect to If a claim by a third party claimsis made against an indemnified person hereunder, and if within such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person in writing of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person is materially prejudiced by such failure. The indemnifying person shall have twenty (20) days after receiving the notice described in clause (a) above the indemnifying party gives (i) written receipt of such notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount undertake, through counsel of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if requiredchoosing, then counsel for the defense shall be selected by the indemnifying party (subject to the consent reasonable approval of the such indemnified party which consent shall not be unreasonably withheld) person, and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the assumption indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified person. If the indemnifying person shall assume the defense of any such matters by the indemnifying party shall relate solely to the a claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party it shall have not settle such claim without the right, with the prior written consent of the indemnified partyperson, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all liability with respect to such claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which consent shall not such indemnified party will be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided indemnified hereunder. If the indemnifying parties' obligation to indemnify person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified party therefor will person shall be fully satisfied. The indemnifying party shall keep borne by such indemnified person unless there exists a conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified party apprised person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying person. If the indemnifying person does not notify the indemnified person within thirty (30) days after the receipt of the status indemnified person's notice of a claim of indemnity hereunder that it elects to undertake the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stateddefense thereof, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and person shall have the right to contest, settle or compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature canthe claim but shall not be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defensethereby waive any right to indemnity therefor pursuant to this Agreement.

Third Party Claims. With respect to third party claims, if within twenty thirty (2030) days after receiving the notice described in clause (a) above Claim Notice the indemnifying party gives (i) written notice (the “Defense Notice”) to the indemnified party stating that (Ai) it would may be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (Bii) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if requiredexpense, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable identifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' ’ obligation to indemnify the indemnified party therefor therefore will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend Defense Notice is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conductedconducted by the indemnifying party, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With respect to If a claim by a third party claimsis made against any party or parties hereto and the party or parties against whom said claim is made intends to seek indemnification with respect thereto under Sections 10.2(a) or 10.2(b), if within twenty (20) days after receiving the notice described in clause (a) above party or parties seeking such indemnification shall promptly notify the indemnifying party gives or parties, in writing, of such claim; provided, however, that the failure to give such notice shall not affect the rights of the indemnified party or parties hereunder except to the extent that such failure materially and adversely affects the indemnifying party or parties due to the inability to timely defend such action. The indemnifying party or parties shall have ten (i10) business days after said notice is given to elect, by written notice given to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount or parties, to undertake, conduct and control, through counsel of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its their own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party choosing (subject to the consent of the indemnified party which or parties, such consent shall not to be unreasonably withheld) and at their sole risk and expense, the good faith settlement or defense of such claim, and the indemnified party or parties shall not be required to make any payment cooperate with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expenseparties in connection therewith; provided, however, that : (a) all settlements require the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, prior reasonable consultation with the indemnified party and the prior written consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify and (b) the indemnified party therefor will or parties shall be fully satisfied. The indemnifying party shall keep entitled to participate in such settlement or defense through counsel chosen by the indemnified party apprised or parties, provided that the fees and expenses of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, such counsel shall furnish be borne by the indemnified party with all documents and information that or parties. So long as the indemnified indemnifying party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein statedor parties are contesting any such claim in good faith, the indemnified party or parties shall at all times have the right to fully participate in not pay or settle any such defense at its own expense directly or through counselclaim; provided, however, that notwithstanding the foregoing, the indemnified party or parties shall have the right to pay or settle any such claim at any time, provided that in such event they shall waive any right of indemnification therefor by the indemnifying party or parties. If the indemnifying party or parties do not make a timely election to undertake the good faith defense or settlement of the claim as aforesaid, or if the named indemnifying parties fail to proceed with the action good faith defense or proceeding include both settlement of the matter after making such election, then, in either such event, the indemnified party or parties shall have the right to contest, settle or compromise (provided that all settlements or compromises require the prior reasonable consultation with the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense prior written consent of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and which consent shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by unreasonably withheld) the claim at their exclusive discretion, at the risk and expense of the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defenseparties.

Third Party Claims. With respect to If a claim by a third party claimsis made against an indemnified Person hereunder, and if within twenty (20) such indemnified Person intends to seek indemnity with respect thereto under this Article, such indemnified Person shall promptly notify the indemnifying Person in writing of such claims setting forth such claims in reasonable detail, provided that failure of such indemnified Person to give prompt notice as provided herein shall not relieve the indemnifying Person of any of its obligations hereunder, except to the extent that the indemnifying Person is materially prejudiced by such failure. If the indemnifying Person acknowledges in writing its obligation to indemnify the indemnified Person against any Losses that may result from such third party claim, then the indemnifying Person shall have 20 days after receiving the notice described in clause (a) above the indemnifying party gives (i) written receipt of such notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount undertake, through counsel of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if requiredchoosing, then counsel for the defense shall be selected by the indemnifying party (subject to the consent reasonable approval of the such indemnified party which consent shall not be unreasonably withheld) Person, and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense, the settlement or defense thereof, and the indemnified Person shall cooperate with it in connection therewith; provided, however, that the assumption indemnified Person may participate in such settlement or defense through counsel chosen by such indemnified Person, provided that the fees and expenses of defense of any such matters counsel shall be borne by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnificationsuch indemnified Person. The indemnifying party Person shall have not settle any claim or consent to the right, with entry of any judgment without the prior written consent of the indemnified partyPerson, unless (i) such settlement or judgement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified Person from all Liability with respect to such claim and (ii) such settlement or judgement does not involve the imposition of equitable remedies or the imposition of any material obligations on such indemnified Person other than financial obligations for which consent shall not such indemnified Person will be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided indemnified hereunder. If the indemnifying parties' Person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified Person shall be borne by such indemnified Person unless there exists or is reasonably likely to exist a conflict of interest between them as to their respective legal defenses (other than one that is of a monetary nature) in the reasonable judgment of the indemnified Person, in which case the indemnified Person shall be entitled to retain one law firm as its separate counsel, the reasonable fees and expenses of which shall be reimbursed as they are incurred by the indemnifying Person. If the indemnifying Person does not notify the indemnified Person within 20 days after the receipt of the indemnified Person's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof and that it acknowledges its obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the Person against any Losses that may result from such claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and Person shall have the right to contest, settle or compromise or settle (exercising the claim in a reasonable business judgment)manner, such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by and the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and Person shall cooperate with in 56 52 connection therewith, but the indemnifying party in such defenseindemnified Person shall not thereby waive any right to indemnity therefor pursuant to this Agreement.

Third Party Claims. With respect to If a claim by a third party claimsis made against an indemnified party and if the indemnified party intends to seek indemnity with respect thereto under this Article 8, if within twenty (20) days after receiving the notice described in clause (a) above such indemnified party shall promptly notify the indemnifying party gives (i) written notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that failure to give timely notice shall not affect the assumption rights of the indemnified party so long as the failure to give timely notice does not adversely affect the indemnifying party's ability to defend such claim against a third party. The indemnifying party or parties shall be entitled to settle or assume the defense of such claim, including the employment of counsel reasonably satisfactory to the indemnified party. If the indemnifying party or parties elect(s) to settle or defend such claim, the indemnifying party or parties shall notify the indemnified party within 30 days (but in no event less than 20 days before any pleading, filing or response on behalf of the indemnified party is due) of the indemnifying party's or parties' intent to do so. If the indemnifying party or parties elect(s) not to settle or defend such claim or fail(s) to notify the indemnified party of the election within 30 days (or such shorter period provided above) after receipt of the indemnified party's notice of a claim of indemnity hereunder, the indemnified party shall have the right to contest, settle or compromise the claim without prejudice to any rights to indemnification hereunder. Regardless of which party is controlling the settlement of defense of any claim, (a) both the indemnified party and indemnifying party or parties shall act in good faith, (b) the indemnifying party or parties shall not thereby permit to exist any lien, encumbrance or other adverse charge upon any asset of any indemnified party or of its subsidiaries, (c) the indemnifying party or parties shall permit the indemnified party to participate in such matters settlement or defense through counsel chosen by the indemnified party, with all fees, costs, and expenses of such counsel borne by the indemnifying party shall relate solely or parties, (d) no entry of judgment or settlement of a claim may be agreed to without the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the written consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided and (e) the indemnifying parties' obligation to indemnify party or parties shall promptly reimburse the indemnified party therefor will be fully satisfied. The indemnifying party shall keep for the full amount of such claim and the related expenses as incurred by the indemnified party apprised of pursuant to this Article 8. So long as the status of indemnifying party or parties is (are) reasonably contesting any such third party claim in good faith and the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein statedforegoing clause (b) is being complied with, the indemnified party shall at all times have the right not pay or settle any such claim. The controlling party shall upon request deliver, or cause to fully participate in such defense at its own expense directly or through counsel; providedbe delivered, however, if the named parties to the action other party copies of all correspondence, pleadings, motions, briefs, appeals or proceeding include both other written statements relating to or submitted in connection with the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, settlement or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), any such claim, liability and timely notices of any hearing or expense. If other court proceeding relating to such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With respect to third party claims, if within ------------------ twenty (20) days after receiving the notice described in clause (a) above the indemnifying party gives (i) written notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With respect Each Company shall promptly give notice to the other Company of any pending or threatened Tax Contest, claim, action, suit, investigation or proceeding brought by a third party claimsrelating 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, if within twenty (20) days after receiving the a "Third Party Claim"). Such notice described in clause (a) above the indemnifying party gives shall contain (i) written notice factual information (to the indemnified party stating that (Aextent known) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, describing any asserted Tax liability or expense at its own cost other claim in reasonable detail and expense 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) provides the amount of the Third Party Claim. Such notice shall be given within a reasonable assurance 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 indemnified party that such claim will be promptly paid in full if requiredextent that, then counsel for the defense shall be selected by the indemnifying party (subject Company shall have been actually prejudiced as a result of such failure. Thereafter, each Company shall deliver to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment other Company such additional information with respect to such claimThird Party Claim in its possession that the other Company may reasonably request. LMC and LEI will have the right to jointly control the defense, liability compromise or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expensesettlement of any Third Party Claim; provided, however, that with respect to any Third Party Claim arising under the assumption of defense of any such matters by the indemnifying party shall relate solely Tax Matters Agreement (or otherwise subject to the claimindemnification provisions of the Tax Matters Agreement), liability LEI's rights to jointly control, or expense that is subject or potentially otherwise participate in the defense of, such Third Party Claim will be subject to indemnification. The indemnifying party shall have the right, with the consent terms of the indemnified partyTax Matters Agreement, which consent shall not and LEI acknowledges that it will be unreasonably withheldlimited to those rights that LMC is able, through use of reasonable efforts, to settle all indemnifiable matters related obtain on behalf of LEI under the Tax Matters Agreement. LMC shall use reasonable efforts to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party provide LEI with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly jointly control with LMC any Third Party Claim arising under the Tax Matters Agreement (or through counselotherwise subject to the indemnification provisions of the Tax Matters Agreement); provided, however, if that LMC shall not be required to relinquish any rights that it has to control the named parties defense, compromise or settlement of any such Third Party Claim (other than to LEI pursuant to the action 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 proceeding include both 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 compromise or consent to entry of any judgment with respect to any such Third Party Claim without the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense prior written consent of the indemnifying partyCompany, undertake which consent may be withheld in the defense indemnifying Company's sole discretion. No indemnifying Company shall settle or compromise or consent to entry of (any judgment with counsel selected by respect to any such Third Party Claim without the prior written consent of the indemnified party)Company, and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature canwhich consent may not be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defenseunreasonably withheld or delayed.

Third Party Claims. With If a claim by a Third Party is made against any indemnified party, and if the indemnified party intends to seek indemnity with respect thereto under this Article 6, such indemnified party shall promptly notify the indemnifying party of such claim; provided, however, that failure to third give timely notice shall not affect the rights of the indemnified party claimsso long as the failure to give timely notice does not adversely affect the indemnifying party’s ability to defend such claim against a Third Party. The indemnifying party shall be entitled to settle or assume the defense of such claim, if including the employment of counsel reasonably satisfactory to the indemnified party. If the indemnifying party elects to settle or defend such claim, the indemnifying party shall notify the indemnified party within thirty (30) days (but in no event less than twenty (20) days after receiving the notice described in clause (a) above the indemnifying party gives (i) written notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claimbefore any pleading, liability filing or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent response on behalf of the indemnified party which consent shall is due) of the indemnifying party’s intent to do so. If the indemnifying party elects not be unreasonably withheldto settle or defend such claim or fails to notify the indemnified party of the election within thirty (30) and days (or such shorter period provided above) after receipt of the indemnified party’s notice of a claim of indemnity hereunder, the indemnified party shall have the right to contest, settle or compromise the claim without prejudice to any rights to indemnification hereunder. Regardless of which party is controlling the settlement of defense of any claim: (a) both the indemnified party and indemnifying party shall act in good faith; (b) the indemnifying party shall not be required thereby permit to make exist any payment lien, encumbrance or other adverse charge upon any asset of any indemnified party or of its subsidiaries; (c) the indemnifying party shall permit the indemnified party to participate in such settlement or defense through counsel chosen by the indemnified party, with respect to all fees, costs and expenses of such claim, liability or expense as counsel borne by the indemnified party. So long as the indemnifying party is conducting a reasonably contesting any such Third Party claim in good faith and diligent defense at its own expense; providedthe foregoing clause (b) is being complied with, however, that the assumption of defense of indemnified party shall not pay or settle any such matters by claim; (d) no entry of judgment or settlement of a claim may be agreed to without the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the written consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided ; and (e) the indemnifying parties' obligation to indemnify party shall promptly reimburse the indemnified party therefor will be fully satisfied. The indemnifying party shall keep for the full amount of such claim and the related as incurred by the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified pursuant to this Article 6. The controlling party shall reasonably upon request and shall consult 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 indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), any such claim, liability and timely notices of any hearing or expense. If other court proceeding relating to such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With In order for a party (the "indemnified party") to be entitled to any indemnification provided for under this Agreement in respect to of, arising out of, or involving a claim or demand or written notice made by any third party claimsagainst the indemnified party (a "Third Party Claim") after the Closing Date, if within twenty (20) days after receiving the notice described in clause (a) above such indemnified party must notify the indemnifying party gives (ithe "indemnifying party") in writing of the Third Party Claim within 30 business days after receipt by such indemnified party of written notice of the Third Party Claim; provided that the failure of any indemnified party to give timely notice shall not affect his right of indemnification hereunder except to the extent the indemnifying party has actually been prejudiced or damaged thereby. If a Third Party Claim is made against an indemnified party, the indemnifying party stating that (A) shall be entitled, if it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends so chooses, to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for assume the defense shall be thereof with counsel selected by the indemnifying party (subject which counsel shall be reasonably satisfactory to the consent of indemnified party), unless the indemnified party which consent shall not be unreasonably withheld) and reasonably concludes that the assumption of control by the indemnifying party creates a risk of a significant adverse effect on the indemnified party's business operations, in which case the indemnifying party shall not be required entitled to make assume the defense thereof and shall be freed of any payment with respect to such claim, liability or expense as long as responsibility for indemnification thereunder. If the indemnifying party is conducting assumes the defense of a good faith Third Party Claim, the indemnified party will cooperate in all reasonable respects with the indemnifying party in connection with such defense, and diligent shall have the right to participate in such defense at its own expense; providedwith counsel selected by it. The fees and disbursements of such counsel, however, that shall be at the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party; PROVIDED, HOWEVER, that in the case of any Third Party Claim of which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and has not employed counsel to assume the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conductdefense, the expense fees and disbursements of separate such counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With respect to If a claim by a third party claimsis made against any indemnified party, and if the indemnified party intends to seek indemnity with respect thereto under this Article 7, such indemnified party shall promptly notify the indemnifying party of such claim; provided, however, that failure to give timely notice shall not affect the rights of the indemnified party so long as the failure to give timely notice does not materially adversely affect the indemnifying party's ability to defend such claim against a third party. The indemnifying party shall be entitled to settle or assume the defense of such claim, including the employment of counsel reasonably satisfactory to the indemnified party, as provided below. If the indemnifying party elects to settle or defend such claim, it shall notify the indemnified party within thirty (30) days (but in no event less than twenty (20) days after receiving before any pleading, filing or response on behalf of the notice described in clause (aindemnified party is due) above of its intent to do so. If the indemnifying party gives elects not to settle or defend such claim or fails to notify the indemnified party of its election within thirty (30) days (or such shorter period provided above) after receipt of the indemnified party's notice of a claim of indemnity hereunder, the indemnified party shall have the right to contest, settle or compromise the claim without prejudice to any rights to indemnification hereunder. Regardless of which party is controlling the settlement or defense of any claim, (i) written notice to both the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity and indemnifying party shall act in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claimgood faith, liability or expense at its own cost and expense and (ii) provides reasonable assurance the indemnifying party shall not thereby permit to exist any lien, encumbrance or other adverse charge upon any asset of any indemnified party or of its subsidiaries, (iii) the indemnifying party shall permit the indemnified party to participate in such settlement or defense through counsel chosen by the indemnified party, provided that all fees, costs and expenses of such claim will be promptly paid counsel in full if required, then counsel for the defense shall be selected an action controlled by the indemnifying party shall be borne by the indemnified party, unless the indemnifying party and indemnified party have conflicting available defenses to such third party claim, in which case such fees, costs and expenses shall be borne by the indemnifying party, (subject iv) no entry of judgment or settlement of a claim may be agreed to without the written consent of both the indemnified party and the indemnifying party, which consent consents shall not be unreasonably withheld, and (v) and the indemnifying party shall agree promptly to reimburse the indemnified party shall not be required for the full amount of such claim pursuant to make any payment with respect to such claim, liability or expense as this Article 7. So long as the indemnifying party is conducting a reasonably contesting any such claim in good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein statedas permitted herein, the indemnified party shall at not pay or settle any such claim; provided that the indemnified party may settle any such claim so long as the indemnifying party is not adversely affected thereby. The controlling party shall deliver, or cause to be delivered, to the other party copies of all times have correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in connection with the settlement or defense of any such claim, and timely notices of, and the right to fully participate pursuant to (iii) above in such defense at its own expense directly any hearing or through counsel; provided, however, if the named parties other court proceeding relating to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. If a claim by a Third Party against an indemnified Person hereunder, and if such indemnified Person intends to seek indemnity with respect thereto under this Article, such indemnified Person shall promptly notify the indemnifying Person in writing of such claims setting forth such claim in reasonable detail, provided that failure of such indemnified Person to give prompt notice as provided herein shall not relieve the indemnifying Person of any of its obligations hereunder, except to the extent that the indemnifying Person is materially prejudiced by such failure. With respect to third party claimsany such claim relating solely to the payment of monetary damages and which will not result in the indemnified Person’s becoming subject to injunctive or other equitable relief and as to which the indemnifying Person shall have acknowledged in writing its obligations to indemnify the indemnified Person hereunder, if within the indemnifying Person shall have twenty (20) days after receiving the notice described in clause (a) above the indemnifying party gives (i) written receipt of such notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount undertake, through counsel of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if requiredchoosing, then counsel for the defense shall be selected by the indemnifying party (subject to the consent reasonable approval of the such indemnified party which consent shall not be unreasonably withheld) Person, and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense, the settlement or defense thereof, and the indemnified Person shall cooperate with it in connection therewith; provided, however, that the assumption indemnified Person may participate in such settlement or defense through counsel chosen by such indemnified Person, provided that the fees and expenses of such counsel shall be borne by such indemnified Person. If the indemnifying Person shall assume the defense of any such matters by a claim, the indemnifying party Person shall relate solely to not settle or compromise such claim without the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the prior written consent of the indemnified partyPerson, which consent shall not be unreasonably withheld, unless: (i) such settlement or compromise includes as an unconditional term thereof the giving by the claimant of a release of the indemnified Person from all liability with respect to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided such claim, or (ii) such settlement or compromise involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified Person, the indemnified Person will be indemnified hereunder. If the indemnifying parties' obligation Person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified Person shall be borne by such indemnified Person unless there exists a conflict between them as to their respective legal defenses in accordance with advice of legal counsel (other than one that is of a monetary nature), in which case the indemnified Person shall be entitled to retain separate counsel, the reasonable fees and expenses of which shall be reimbursed by the indemnifying Person. If the indemnifying Person does not notify the indemnified Person within twenty (20) days after the receipt of the indemnified Person’s notice of a claim or indemnity hereunder that it elects to undertake the defense thereof and acknowledges its obligations to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein statedPerson hereunder, the indemnified party Person shall at all times (upon delivering notice to such effect to the indemnifying Person) have the right to fully participate in such defense at its own expense directly contest, settle or through counselcompromise the claim; provided, however, if that such claim shall not be compromised or settled without the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense written consent of the indemnifying partyPerson, undertake the defense of (with counsel selected by the indemnified party), and which consent shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defenseunreasonably withheld.

Third Party Claims. With respect to If a claim by a third party claimsis made against any party or parties hereto and the party or parties against whom said claim is made intends to seek indemnification with respect thereto under this paragraph 7, if within twenty (20) days after receiving the notice described in clause (a) above party or parties seeking such indemnification shall promptly notify the indemnifying party gives (i) or parties, in writing, of such claim; provided, however, that the failure to give such notice shall not affect the rights of the indemnified party or parties hereunder unless such failure materially and adversely affects the indemnifying party or parties. The indemnifying party or parties shall have ten days after said notice is given to elect, by written notice given to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount or parties, to undertake, conduct and control, through counsel of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its their own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party choosing (subject to the consent of the indemnified party which or parties, such consent shall not to be unreasonably withheld) and at their sole risk and expense, the good faith settlement or defense of such claim, and the indemnified party or parties shall cooperate with the indemnifying parties in connection therewith; provided: (i) in the case of Sellers and/or Stockholder as the indemnifying party or parties, it or they shall not thereby permit to exist any lien, encumbrance or other adverse change upon any of the Purchased Assets, Buyers or the Business, and (ii) the indemnified party or parties shall be required entitled to make any payment with respect to participate in such claimsettlement or defense through counsel chosen by the indemnified party or parties, liability provided that the fees and expenses of such counsel shall be borne by the indemnified party or expense as parties. So long as the indemnifying party is conducting a or parties are contesting any such claim in good faith and diligent defense at its own expensefaith, the indemnified party or parties shall not pay or settle any such claim; provided, however, that notwithstanding the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein statedforegoing, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise pay or settle (exercising reasonable business judgment)any such claim at any time, provided that in such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely event they shall waive any right of indemnification therefor by the indemnifying partyparty or parties. If the indemnifying parties do not make a timely election to undertake the good faith defense or settlement of the claim as aforesaid, then or if the indemnifying parties fail to proceed with the good faith defense or settlement of the matter after making such election, then, in either such event, the indemnified party or parties shall make available all information have the right to contest, settle or compromise the claim at their exclusive discretion, at the risk and assistance that expense of the indemnifying party parties to the full extent set forth in subparagraph 7.1 or 7.2 hereof, as the case may reasonably request and shall cooperate with the indemnifying party in such defensebe.

Third Party Claims. With respect In connection with any claim giving rise to third indemnity hereunder that results or may result from or arises or may arise out of any claim or legal proceeding by a person who is not a party claimsto this Agreement, if within twenty (20) days after receiving the notice described in clause (a) above the indemnifying party gives (i) at its sole cost and expense may, upon written notice to the indemnified party stating that (A) it would be liable under party, assume the provisions hereof for indemnity in the amount defense of any such claim if such or legal proceeding if, within fifteen (15) days of receipt of notice of the claim were successful or proceeding, it elects in writing to do so, and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance thereafter diligently conducts the defense thereof with counsel reasonably acceptable to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by party. If the indemnifying party (subject to has so assumed the consent defense of the indemnified party which consent shall not be unreasonably withheld) and any such claim or legal proceeding, the indemnified party shall be entitled to participate in (but not be required to make control) the defense of any payment such action, with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith its counsel and diligent defense at its own expense; provided, however, that . If the assumption of indemnifying party does not assume or fails to conduct in a diligent manner the defense of any such matters by claim or litigation resulting therefrom with counsel reasonably acceptable to the indemnified party, then (i) the indemnified party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the indemnifying party, on such terms as the indemnified party may deem appropriate, (ii) the indemnifying party shall relate solely pay the costs and expenses (including the reasonable fees and cost of the attorneys and accountants for the indemnified parties) incurred in the defense of such claim or other proceeding as and when the same are incurred, and (iii) the indemnifying party shall be entitled to participate in (but not control) the claimdefense of such claim or proceeding, liability with its counsel and at its own expense. If the indemnifying party thereafter seeks to question the manner in which the indemnified party defended such third-party claim or expense that is subject proceeding or potentially subject to indemnification. The the amount or nature of any such settlement, the indemnifying party shall have the rightburden to prove, with the consent by a preponderance of the indemnified partyevidence, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall did not defend or settle such third-party claim or proceeding in a reasonably request and shall consult prudent manner. Each party agrees to cooperate fully with the indemnified party prior other, such cooperation to acting on major mattersinclude, including settlement discussions. Notwithstanding anything herein statedwithout limitation, the indemnified party shall attendance at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party depositions and the indemnified party and representation provision of both parties by the same counsel would relevant documents as may be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid reasonably requested by the indemnifying party. If no such notice of intent to dispute and defend is given by ; provided that the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, party will hold the indemnified party shallharmless from all of its expenses, at the expense of the indemnifying partyincluding reasonable and actual attorneys' fees, undertake the defense of (as and when incurred in connection with counsel selected such cooperation by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With respect to third party claims, if within twenty (20) 30 days after receiving the notice described in clause (a) above Claim Notice the indemnifying party gives (i) written notice (the “Defense Notice”) to the indemnified party stating that (Ai) it would may be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (Bii) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if requiredexpense, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable identifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' ’ obligation to indemnify the indemnified party therefor therefore will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend Defense Notice is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conductedconducted by the indemnifying party, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With If any claim, assertion or proceeding by or in respect of a Person not a party to this Agreement is made against an indemnified party or any event in respect of a third party claimsoccurs, and if within twenty the indemnified party intends to seek indemnity with respect thereto under this Article X or to apply any damage or liability arising therefrom to the U.S. Dollar amounts referred to in Section 10.4, the indemnified party shall promptly notify the indemnifying party of such claim in writing, provided that the failure by the indemnified party to give such notice shall not relieve the indemnifying party from its indemnification obligations hereunder, except if and to the extent that the indemnifying party is actually materially prejudiced thereby. The indemnifying party shall have thirty (2030) days after receiving the notice described in clause (a) above the indemnifying party gives (i) written receipt of such notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount undertake, conduct and control, through counsel of such claim if such claim were successful its own choosing and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to expense, the indemnified party that such claim will be promptly paid in full if requiredsettlement or defense thereof, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall cooperate with it in connection therewith; provided, however, that (a) the indemnifying party shall permit the indemnified party to participate in such settlement or defense through counsel chosen by the indemnified party, provided that the fees and expenses of such counsel shall be borne by the indemnified party unless under then applicable standards of professional conduct a conflict of interest may exist between the indemnifying party and the indemnified party, in which event such fees and expenses of such counsel shall be borne by the indemnifying party, (b) the indemnifying party shall promptly reimburse the indemnified party for the full amount of all Losses resulting from such claim and all related and reasonable expenses (other than the fees and expenses of counsel as aforesaid) incurred by the indemnified party within the limits of this Article X and subject to the U.S. Dollar amounts referred to in Section 10.4, (c) the indemnified party shall not, without the prior written consent of the indemnifying party, settle or compromise any claim or consent to the entry of any judgment which does not be required include as an unconditional term thereof the giving by the claimant or the plaintiff to make the indemnified party a release from all liability in respect of such claim and (d) nothing herein shall require any payment with respect indemnified party to such claimconsent to the entry of any order, liability injunction or expense as consent decree materially affecting its ability to conduct its business operations after the date thereof. So long as the indemnifying party is conducting a reasonably contesting any such claim in good faith and diligent defense at its own expensefaith, the indemnified party shall have the right to pay or settle any such claim; provided, however, that the assumption of defense of in such event it shall waive any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid indemnity therefor by the indemnifying party. If no such the indemnifying party does not notify the indemnified party within thirty (30) days after the receipt of the indemnified party’s written notice of intent a claim of indemnity hereunder that it elects to dispute and defend is given by undertake the indemnifying party, or if such diligent good faith defense is not being or ceases to be conductedthereof, the indemnified party shallshall have the right to contest, settle or compromise the claim in the exercise of its reasonable judgment at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With respect to If a Claim by a third party claimsis made against an indemnified person hereunder, and if within twenty such indemnified person intends to seek indemnity with respect thereto under this Article, such indemnified person shall promptly notify the indemnifying person in writing of such Claims setting forth such Claims in reasonable detail, provided that failure of such indemnified person to give prompt notice as provided herein shall not relieve the indemnifying person of any of its obligations hereunder, except to the extent that the indemnifying person is prejudiced by such failure. The indemnifying person shall have thirty (2030) days after receiving the notice described in clause (a) above the indemnifying party gives (i) written receipt of such notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount undertake, through counsel of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost choosing, and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense, the settlement or defense thereof, and the indemnified person shall cooperate with it in connection therewith; provided, however, that the assumption indemnified person may participate in such settlement or defense through counsel chosen by such indemnified person, provided that the fees and expenses of such counsel shall be borne by such indemnified person. If the indemnifying person shall assume the defense of any a Claim, it shall not settle such matters by Claim without the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the prior written consent of the indemnified partyperson, (i) unless such settlement includes as an unconditional term thereof the giving by the claimant of a release of the indemnified person from all Liability with respect to such Claim or (ii) if such settlement involves the imposition of equitable remedies or the imposition of any material obligations on such indemnified person other than financial obligations for which consent shall not such indemnified party will be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided indemnified hereunder. If the indemnifying parties' obligation to indemnify person shall assume the defense of a claim, the fees of any separate counsel retained by the indemnified party therefor will person shall be fully satisfied. The indemnifying party shall keep borne by such indemnified person unless there exists a material conflict between them as to their respective legal defenses (other than one that is of a monetary nature), in which case the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, person shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior be entitled to acting on major matters, including settlement discussions. Notwithstanding anything herein statedretain separate counsel, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party reasonable fees and the indemnified party and representation expenses of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party which shall be paid reimbursed by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defenseperson.

Third Party Claims. With respect to If a claim by a third party claimsis made against any party or parties hereto and the party or parties against whom said claim is made intends to seek indemnification with respect thereto under Subsections 5.1 or 5.2, if within twenty (20) days after receiving the notice described in clause (a) above party or parties seeking such indemnification shall promptly notify the indemnifying party gives (i) or parties, in writing, of such claim; provided, however, that the failure to give such notice shall not affect the rights of the indemnified party or parties hereunder except to the extent that such failure materially and adversely affects the indemnifying party or parties due to the inability to timely defend such action. The indemnifying party or parties shall have 10 business days after said notice is given to elect, by written notice given to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount or parties, to undertake, conduct and control, through counsel of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its their own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party choosing (subject to the consent of the indemnified party which or parties, such consent shall not to be unreasonably withheld) and at their sole risk and expense, the good faith settlement or defense of such claim, and the indemnified party or parties shall not be required to make any payment cooperate with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expenseparties in connection therewith; provided, however, that : (a) all settlements require the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, prior reasonable consultation with the indemnified party and the prior written consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify and (b) the indemnified party therefor will or parties shall be fully satisfied. The indemnifying party shall keep entitled to participate in such settlement or defense through counsel chosen by the indemnified party apprised or parties, provided that the fees and expenses of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, such counsel shall furnish be borne by the indemnified party with all documents and information that or parties. So long as the indemnified indemnifying party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein statedor parties are contesting any such claim in good faith, the indemnified party or parties shall at all times have the right to fully participate in not pay or settle any such defense at its own expense directly or through counselclaim; provided, however, that notwithstanding the foregoing, the indemnified party or parties shall have the right to pay or settle any such claim at any time, provided that in such event they shall waive any right of indemnification therefor by the indemnifying party or parties. If the indemnifying party or parties do not make a timely election to undertake the good faith defense or settlement of the claim as aforesaid, or if the named indemnifying parties fail to proceed with the action good faith defense or proceeding include both settlement of the matter after making such election, then, in either such event, the indemnified party or parties shall have the right to contest, settle or compromise (provided that all settlements or compromises require the prior reasonable consultation with the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense prior written consent of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and which consent shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by unreasonably withheld) the claim at their exclusive discretion, at the risk and expense of the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defenseparties.

Third Party Claims. With respect The indemnifying party shall have the right to participate in, and, to the extent the it so desires, jointly with any other indemnitor similarly noticed, to assume the defense of any third party claims, if within twenty (20) days after receiving the notice described in clause (a) above the indemnifying party gives (i) written notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability demand, action or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then other proceeding with counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expenseparty; provided, however, that the assumption indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of defense of any such matters the indemnified party by the counsel retained by the indemnifying party shall relate solely would be inappropriate due to actual or potential differing interests between the indemnified party and any other party represented by such counsel in such proceedings. So long as the indemnifying party has received notice of any third party claim, liability demand, action or expense that is subject proceeding for which any indemnified party intends to claim any Loss or potentially subject to indemnification. The Expense, and within a reasonable period thereafter the indemnifying party has assumed the defense thereof, the indemnity obligations under this Article 6 shall have the rightnot apply to amounts paid in settlement of such third party claim, with demand, action or proceeding if such settlement is effected without the consent of the indemnified indemnifying party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfiedwithheld or delayed. The indemnifying party shall keep may not settle or otherwise consent to an adverse judgment in any such third party claim, demand, action or proceeding action that diminishes the rights or interests of the indemnified party apprised without the prior express written consent of the status of the claimindemnified party. The indemnified party, liability or expense its employees and any resulting suit, proceeding or enforcement actionagents, shall furnish the indemnified party cooperate reasonably with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and its legal representatives in the indemnified investigation of any third party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability demand, action or expense. If such claim, liability or expense is one that proceeding covered by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defensethis Article 6.

Third Party Claims. With respect The indemnifying party shall have the right to participate in, and, to the extent the it so desires, jointly with any other indemnitor similarly noticed, to assume the defense of any third party claims, if within twenty (20) days after receiving the notice described in clause (a) above the indemnifying party gives (i) written notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability demand, action or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then other proceeding with counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expenseparty; provided, however, that the assumption indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of defense of any such matters the indemnified party by the counsel retained by the indemnifying party shall relate solely would be inappropriate due to actual or potential differing interests between the indemnified party and any other party represented by such counsel in such proceedings. So long as the indemnifying party has received notice of any third party claim, liability demand, action or expense that is subject proceeding for which any indemnified party intends to claim any Loss or potentially subject to indemnification. The Expense, and within a reasonable period thereafter the indemnifying party has assumed the defense thereof, the indemnity obligations under this Section 10 shall have the rightnot apply to amounts paid in settlement of such third party claim, with demand, action or proceeding if such settlement is effected without the consent of the indemnified indemnifying party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfiedwithheld or delayed. The indemnifying party shall keep may not settle or otherwise consent to an adverse judgment in any such third party claim, demand, action or proceeding action that diminishes the rights or interests of the indemnified party apprised without the prior express written consent of the status of the claimindemnified party. The indemnified party, liability or expense its employees and any resulting suit, proceeding or enforcement actionagents, shall furnish the indemnified party cooperate reasonably with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and its legal representatives in the indemnified investigation of any third party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability demand, action or expense. If such claim, liability or expense is one that proceeding covered by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defensethis Section 10.

Third Party Claims. With respect to third Promptly after receipt by an indemnified party claimsunder this Section 8 of notice of any claim or the commencement of any action (including any governmental action), such indemnified party will, if within twenty (20) days after receiving the notice described a claim in clause (a) above respect thereof is to be made against any indemnifying party under this Section 8, deliver to the indemnifying party gives (i) a written notice of the claim or action and the indemnifying party will have the right to participate in, and, to the extent the indemnifying party so desires and promptly notifies the indemnified party in writing of such desire, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expenseparty; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the an indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times only have the right to fully participate in such defense at retain its own expense directly or through counsel; provided, howeverwith the fees, if the named parties disbursements and other charges to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no , if (i) representation of such notice indemnified party by the counsel retained by the indemnifying party would be inappropriate (based on the reasonable advice of intent counsel to dispute the indemnified party) due to actual or potential differing interests between such indemnified party and defend any other party represented by such counsel in such proceeding (provided that if such other party is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake party will not have the right to direct the defense of (with counsel selected by such action on the part of the indemnified party), and shall have (ii) the right indemnified party has reasonably concluded (based on the reasonable advice of counsel) that there may be legal defenses available to compromise it or settle (exercising reasonable business judgment), such claim, liability other indemnified parties that are different from or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by in addition to those available to the indemnifying party, then (iii) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party shall make available all information and assistance that within a reasonable time after receiving notice of the claim or commencement of the action or (iv) the employment of counsel at the indemnifying party's expense by the indemnified party has been authorized in writing by the indemnifying party may reasonably request specifying that it will pay for such counsel. If, and shall cooperate with only to the extent that, the failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action results in the forfeiture of substantive rights or defenses of the indemnifying party in such defenseaction, such failure will relieve such indemnifying party of liability to the indemnified party under this Section 8, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 8. If the indemnifying party chooses to assume the defense of any claim or action hereunder, it will not, without the indemnified party's consent, consent to the entry of any judgment or enter into any settlement that provides for injunctive or other non-monetary relief by the indemnified party or that does not include as an unconditional term thereof the giving by each claimant an unconditional release of the indemnified party from all liability.

Third Party Claims. With respect Subject to Section 8.2, if a claim by a third party claimsis made against any party or parties hereto and the party or parties against whom said claim is made intends to seek indemnification with respect thereto under this Section 8, if within twenty the party or parties seeking such indemnification shall promptly notify the indemnifying party or parties, in writing, of such claim; provided, however, that the failure to give such notice shall not affect the rights of the indemnified party or parties hereunder unless such failure materially and adversely affects the indemnifying party or parties. The indemnifying party or parties shall have ten (2010) days after receiving the said notice described in clause (a) above the indemnifying party gives (i) is given to elect, by written notice given to the indemnified party stating that or parties, to undertake, conduct and control, through counsel of their own choosing (A) it would be liable under the provisions hereof for indemnity in the amount which choice of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which or parties, such consent shall not to be unreasonably withheld) and at their sole risk and expense, the good faith settlement or defense of such claim, and the indemnified party or parties shall cooperate with the indemnifying parties in connection therewith; provided: (i) in the case of any of the Selling Shareholders as the indemnifying party or parties, he or they shall not thereby permit to exist any lien, encumbrance or other adverse change upon any of the Company's assets, Buyer or the Business, and (ii) the indemnified party or parties shall be required entitled to make any payment with respect to participate in such claimsettlement or defense through counsel chosen by the indemnified party or parties, liability provided that the fees and expenses of such counsel shall be borne by the indemnified party or expense as parties. So long as the indemnifying party is conducting a or parties are contesting any such claim in good faith and diligent defense at its own expensefaith, the indemnified party or parties shall not pay or settle any such claim; provided, however, that notwithstanding the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein statedforegoing, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise pay or settle (exercising reasonable business judgment)any such claim at any time, provided that in such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely event they shall waive any right of indemnification therefor by the indemnifying partyparty or parties. If the indemnifying parties do not make a timely election to undertake the good faith defense or settlement of the claim as aforesaid, then or if the indemnifying parties fail to proceed with the good faith defense or settlement of the matter after making such election, then, in either such event, the indemnified party or parties shall make available all information have the right to contest, settle or compromise the claim at their exclusive discretion, at the risk and assistance that expense of the indemnifying party parties to the full extent set forth in Sections 8.1 or 8.3 hereof, as the case may reasonably request and shall cooperate with the indemnifying party in such defensebe.

Third Party Claims. With respect to third party claims, if within twenty (20) days after receiving the notice described in clause (a) above the indemnifying party gives (i) gives written notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With respect In the event any party to be ------------------ indemnified is entitled to indemnification hereunder based upon a Claim asserted by a third party claimsparty, if within twenty (20) days after receiving the notice described in clause (a) above the indemnifying party gives (i) written notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expensegiven prompt notice thereof in reasonable detail; provided, however, that the assumption of defense of any such matters by failure to give prompt notice shall -------- ------- not relieve the indemnifying party shall relate solely to the claim, of any liability or expense that is subject or potentially subject to indemnificationhereunder. The indemnifying party shall have the right, with right (without prejudice to the consent right of any party to be indemnified to participate at its expense through counsel of its own choosing) to defend such Claim at its expense and through counsel of its own choosing which is reasonably acceptable to the party to be indemnified if the indemnifying party gives notice of its intention to do so not later than twenty (20) days following its receipt of notice of such Claim from the party to be indemnified (or such shorter time period as is required so that the interests of the party to be indemnified would not be materially prejudiced as a result of its failure to have received such notice from the indemnifying party); provided, which consent -------- however, the indemnifying party shall not be unreasonably withheld, entitled to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided control and assume ------- responsibility for the indemnifying parties' obligation to indemnify defense of any Claim if in the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised good faith opinion of the status party to be indemnified, there exists an actual or potential conflict of interest such that it is advisable for such party to retain control of such proceeding, in which circumstances the claim, liability or expense party to be indemnified shall be entitled to control and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel assume responsibility for the indemnified party shall be paid by the indemnifying party. If no defense of such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, Claim at the expense of the indemnifying party. The indemnifying party shall not have the power to bind the indemnified party, undertake without the indemnified party's prior written consent, which shall not be unreasonably withheld, with respect to any settlement pursuant to which anything is required other than the payment of money and then only to the extent that the indemnifying party shall make full payment of such money. If the indemnifying party does not so choose to defend any such claim asserted by a third party for which the party to be indemnified would be entitled to indemnification hereunder, then the party to be indemnified shall be entitled to recover from the indemnifying party, on a monthly basis, all of its reasonable attorneys' fees and other costs and expenses of litigation of any nature whatsoever incurred in the defense of (such claim. If the indemnifying party assumes the defense of any such claim, the indemnifying party will hold the party to be indemnified harmless from and against any and all damages arising out of any settlement approved by such indemnifying party or any judgment in connection with counsel selected such claim or litigation. Notwithstanding the assumption of the defense of any claim by an indemnifying party pursuant to this paragraph, the party to be indemnified party), and shall have the right to compromise or settle approve the terms of any settlement of a claim (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature canwhich approval shall not be defended solely by unreasonably withheld or delayed). Notwithstanding anything to the indemnifying partycontrary contained herein, then the indemnified party shall make available all information and assistance that the an indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defensewill not be liable for any settlement of a claim effected without its prior written consent.

Third Party Claims. With respect The indemnifying party shall have the right to participate in, and, to the extent the it so desires, jointly with any other indemnitor similarly noticed, to assume the defense of any third party claims, if within twenty (20) days after receiving the notice described in clause (a) above the indemnifying party gives (i) written notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability demand, action or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then other proceeding with counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expenseparty; provided, however, that the assumption indemnified party shall have -------- ------- the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of defense of any such matters the indemnified party by the counsel retained by the indemnifying party shall relate solely would be inappropriate due to actual or potential differing interests between the indemnified party and any other party represented by such counsel in such proceedings. So long as the indemnifying party has received notice of any third party claim, liability demand, action or expense that is subject proceeding for which any indemnified party intends to claim any Loss or potentially subject to indemnification. The Expense, and within a reasonable period thereafter the indemnifying party has assumed the defense thereof, the indemnity obligations under this Article 10 shall have the rightnot apply to amounts paid in settlement of such third party claim, with demand, action or proceeding if such settlement is effected without the consent of the indemnified indemnifying party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfiedwithheld or delayed. The indemnifying party shall keep the indemnified may not settle or otherwise consent to an adverse judgment in any such third party apprised of the status of the claim, liability or expense and any resulting suitdemand, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both action that diminishes the indemnifying party and the indemnified party and representation rights or interests of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.the

Third Party Claims. With respect In the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party, the indemnified persons shall give notice thereof to third the indemnifying party claims, if within not later than twenty (20) business days after receiving the notice described in clause (a) above the indemnifying party gives (i) written notice prior to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance time any response to the indemnified party that such asserted claim will be promptly paid in full if is required, then counsel for if possible, and in any event within fifteen (15) days following the defense shall be selected by the indemnifying party (subject to the consent of the date such indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expenseperson has actual knowledge thereof; provided, however, that the assumption omission by such indemnified party to give notice as provided herein shall not relieve the indemnifying party of its indemnification obligation under this Article X except to the extent that such indemnifying party is materially damaged as a result of such failure to give notice. In the event of any such claim for indemnification resulting from or in connection with a claim or legal proceeding by a third party, the indemnifying party may, at its sole cost and expense, assume the defense thereof; provided, however, that counsel for the indemnifying party, who shall conduct the defense of such claim or legal proceeding, shall be reasonably satisfactory to the indemnified party; and provided, further, that if the defendants in any such actions include both the indemnified persons and the indemnifying party and the indemnified persons shall have reasonably concluded based on a written opinion of counsel that there may be legal defenses or rights available to them which have not been waived and are in actual or potential conflict with those available to the indemnifying party, the indemnified persons shall have the right to select one law firm reasonably acceptable to the indemnifying party to act as separate counsel, on behalf of such indemnified persons, at the expense of the indemnifying party. Unless the indemnified persons are represented by separate counsel pursuant to the second proviso of the immediately preceding sentence, if an indemnifying party assumes the defense of any such matters by the claim or legal proceeding, such indemnifying party shall relate solely not consent to the claimentry of any judgment, liability or expense enter into any settlement, that (a) is subject or potentially not subject to indemnification. The indemnifying party shall have the right, indemnification in accordance with the provisions in this Article X, (b) provides for injunctive or other nonmonetary relief affecting the indemnified persons or (c) does not include as an unconditional term thereof the giving by each claimant or plaintiff to such indemnified persons of a release from all liability with respect to such claim or legal proceeding, without the prior written consent of the indemnified persons (which consent, in the case of clauses (b) and (c), shall not be unreasonably withheld); and provided, further, that unless the indemnified persons are represented by separate counsel pursuant to the second proviso of the immediately preceding sentence, the indemnified persons may, at their own expense, participate in any such proceeding with the counsel of their choice without any right of control thereof. So long as the indemnifying party is in good faith defending such claim or proceeding, the indemnified persons shall not compromise or settle such claim or proceeding without the prior written consent of the indemnifying party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided . If the indemnifying parties' obligation to indemnify party does not assume the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised defense of the status of the claim, liability any such claim or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult litigation in accordance with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein statedterms hereof, the indemnified party shall at all times have the right to fully participate persons may defend against such claim or litigation in such defense at its own expense directly manner as they may deem appropriate, including, without limitation, settling such claim or through counsel; provided, however, if litigation (after giving prior written notice of the named parties same to the action or proceeding include both the indemnifying party and obtaining the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense prior written consent of the indemnifying party, undertake the defense of (with counsel selected by which consent shall not be unreasonably withheld) on such terms as the indemnified party)persons may deem appropriate, and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate will promptly indemnify the indemnified persons in accordance with the indemnifying party in such defense.provisions of Article X.

Third Party Claims. With respect If any Action is filed against any party ------------------ entitled to third party claimsthe benefit of indemnity hereunder, if within twenty (20) days after receiving the written notice described in clause (a) above thereof shall be given to the indemnifying party gives as promptly as practicable (iand in any event within fifteen (15) written calendar days after the service of the citation or summons). The failure of any indemnified party to give timely notice hereunder shall not affect rights to indemnification hereunder, except as set forth in Section 10.1 to the indemnified extent that the indemnifying party stating that (A) it would be liable under demonstrates actual damage caused by such failure. After such notice, if the provisions hereof for indemnity indemnifying party shall acknowledge in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance writing to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to be obligated under the claimterms of its indemnity hereunder in connection with such lawsuit or action, liability or expense that is subject or potentially subject to indemnification. The then the indemnifying party shall have be entitled, if it so elects, (i) to take control of the rightdefense and investigation of such lawsuit or action, with the consent (ii) to employ and engage attorneys of its own choice (which shall be reasonably acceptable to the indemnified party) to handle and defend the same, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided at the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claimparty's cost, liability or risk and expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if unless the named parties to the action such Action or proceeding include both the indemnifying party and the indemnified party and representation of both parties the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to the same counsel would be inappropriate under applicable standards of professional conductindemnifying party, the expense of separate counsel for in which case the indemnified party shall be paid by the indemnifying party. If no such notice of intent able to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, retain its own counsel at the reasonable expense of the indemnifying party), undertake and (iii) to compromise or settle such Claim, which compromise or settlement shall be made only with the written consent of the indemnified party, such consent not to be unreasonably withheld; provided, however, if the remediation or resolution of any such Claim will occur on or at any Facility or could adversely affect or interrupt the Buyer's ongoing business operations, then, notwithstanding the foregoing, the Buyer shall be entitled to control such remediation or resolution, including without limitation to take control of the defense and investigation of such lawsuit or action, to employ and engage attorneys of its own choice to handle and defend the same, at the indemnifying party's cost, risk and expense, and to compromise or settle such Claim, provided, however, Buyer shall consult with Sellers in connection with any defense or settlement. If the indemnifying party fails to assume the defense of such Claim within fifteen (with counsel selected by 15) calendar days after receipt of the Claim Notice, the indemnified party against which such Claim has been asserted will (upon delivering notice to such effect to the indemnifying party), and shall ) have the right to compromise or settle (exercising reasonable business judgment)undertake, such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by at the indemnifying party's cost and expense, then the defense, compromise or settlement of such Claim on behalf of and for the account and risk of the indemnifying party. In the event the indemnified party shall make available all information and assistance that assumes the defense of the Claim, the indemnified party will keep the indemnifying party may reasonably request informed of the progress of any such defense, compromise or 42 settlement. The indemnifying party shall be liable for any settlement of any action effected pursuant to and shall cooperate in accordance with this Section 10.2.5 and for -------------- any final judgment (subject to any right of appeal), and the indemnifying party in agrees to indemnify and hold harmless an indemnified party from and against any Damages by reason of such defensesettlement or judgment.

Third Party Claims. With respect to third party claims, if within twenty (20) days after receiving the notice described in clause (a) above the indemnifying party gives (i) written notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' party's obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expenseexpense with the prior written consent of the indemnifying party, which consent shall not be unreasonably withheld. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With respect to If a claim by a third party claimsis made against one or more of the indemnitees, and if within twenty the indemnitee intends to seek indemnity with respect thereto under this Article, the indemnitee shall not pay such claim and shall notify the indemnifying party of such claim; provided however, that the indemnitee may in its discretion pay any claim that it is required to pay in order to obtain possession, control or use of any of the Assets or to remove any lien against the Assets. The indemnifying party shall have thirty (2030) days after receiving receipt of such notice to undertake, conduct, and control, through counsel of its own choosing and at its expense, the notice described settlement or defense thereof, and the indemnitee shall cooperate with it in clause connection therewith; provided that (ai) above the indemnifying party gives (i) written notice shall permit the indemnitee to participate in such settlement or defense through counsel chosen by the indemnified party stating indemnitee, provided that (A) it would be liable under the provisions hereof for indemnity in the amount fees and expenses of such claim if such claim were successful and (B) that it disputes and intends to defend against such claimcounsel shall be borne by the indemnitee, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to shall promptly pay directly or reimburse the consent indemnitee for the full amount of any Losses resulting from such claim and all related expenses incurred by the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as indemnitee. So long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of reasonably contesting any such matters by claim in good faith, the indemnitee shall not pay or settle any such claim. If the indemnifying party shall relate solely to does not notify the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have indemnitee within thirty (30) days after the right, with the consent receipt of the indemnified party, which consent shall not be unreasonably withheld, indemnitee’s notice of a claim of indemnity hereunder that it elects to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided undertake the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stateddefense thereof, the indemnified party indemnitee shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; providedcontest, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying partysettle, or if compromise such diligent good faith defense is not being or ceases to be conducted, claim in the indemnified party shall, exercise of its reasonable judgment at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With respect In the event any party to be indemnified is entitled to indemnification hereunder based upon a Claim asserted by a third party claimsparty, if within twenty (20) days after receiving the notice described in clause (a) above the indemnifying party gives (i) written notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expensegiven prompt notice thereof in reasonable detail; provided, however, that the assumption of defense of any such matters by failure to give prompt notice shall not relieve the indemnifying party shall relate solely of any liability hereunder to the claim, liability or expense extent that the failure to give such notice is subject or potentially subject to indemnificationnot prejudicial. The indemnifying party shall have the right, with right (without prejudice to the consent right of any party to be indemnified to participate at its expense through counsel of its own choosing) to defend such Claim at its expense and through counsel of its own choosing which is reasonably acceptable to the party to be indemnified if the indemnifying party gives notice of its intention to do so not later than twenty (20) days following its receipt of notice of such Claim from the party to be indemnified (or such shorter time period as is required so that the interests of the party to be indemnified party, which consent shall would not be unreasonably withheld, materially prejudiced as a result of its failure to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided have received such notice from the indemnifying parties' obligation to indemnify party which notice acknowledges that the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised is in fact liable in respect of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counselClaim); provided, however, if the named parties to the action or proceeding include both the indemnifying party shall not be entitled to control and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel assume responsibility for the defense of any Claim if in the good faith opinion of the party to be indemnified, there exists an actual or potential conflict of interest such that it is advisable for such party to retain control of such proceeding, in which circumstances the party to be indemnified party shall be paid by entitled to control and assume responsibility for the indemnifying party. If no defense of such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, Claim at the expense of the indemnifying party. The indemnifying party shall not have the power to bind the indemnified party, undertake without the indemnified party's prior written consent, which shall not be unreasonably withheld, with respect to any settlement pursuant to which anything is required other than the payment of money and then only to the extent that the indemnifying party shall make full payment of such money. If the indemnifying party does not so choose to defend any such claim asserted by a third party for which the party to be indemnified would be entitled to indemnification hereunder, then the party to be indemnified shall be entitled to recover from the indemnifying party, on a monthly basis, all [Insurance Agreement (GARC II)] of its reasonable attorneys' fees and other costs and expenses of litigation of any nature whatsoever incurred in the defense of (such claim. If the indemnifying party assumes the defense of any such claim, the indemnifying party will hold the party to be indemnified harmless from and against any and all damages arising out of any settlement approved by such indemnifying party or any judgment in connection with counsel selected such claim or litigation. Notwithstanding the assumption of the defense of any claim by an indemnifying party pursuant to this paragraph, the party to be indemnified party), and shall have the right to compromise or settle approve the terms of any settlement of a claim (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature canwhich approval shall not be defended solely by unreasonably withheld or delayed). Notwithstanding anything to the indemnifying partycontrary contained herein, then the indemnified party shall make available all information and assistance that the an indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defensewill not be liable for any settlement of a claim effected without its prior written consent.

Third Party Claims. With respect to If a claim by a third party claimsis made against any party or parties hereto and the party or parties against whom said claim is made intends to seek indemnification with respect thereto under subsections 6.1 or 6.2, if within twenty (20) days after receiving the notice described in clause (a) above party or parties seeking such indemnification shall promptly notify the indemnifying party gives or parties, in writing, of such claim, providing such details of the claim (iincluding the claimed amount) as are then known; provided, however, that the failure to give such notice shall not affect the rights of the indemnified party or parties hereunder except to the extent that such failure materially and adversely affects the indemnifying party or parties due to the inability to timely defend such action. The indemnifying party or parties shall have 10 business days after said notice is given to elect, by written notice given to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount or parties, to undertake, conduct and control, through counsel of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its their own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party choosing (subject to the consent of the indemnified party which or parties, such consent shall not to be unreasonably withheld) and at their sole risk and expense, the good faith settlement or defense of such claim, and the indemnified party or parties shall not be required to make any payment cooperate with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expenseparties in connection therewith; provided, however, that : (a) all settlements require the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, prior reasonable consultation with the indemnified party and the prior written consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify and (b) the indemnified party therefor will or parties shall be fully satisfied. The indemnifying party shall keep entitled to participate in such settlement or defense through counsel chosen by the indemnified party apprised or parties, provided that the fees and expenses of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, such counsel shall furnish be borne by the indemnified party with all documents and information that or parties. So long as the indemnified indemnifying party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein statedor parties are contesting any such claim in good faith, the indemnified party or parties shall at all times have the right to fully participate in not pay or settle any such defense at its own expense directly or through counselclaim; provided, however, if that notwithstanding the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conductedforegoing, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and or parties shall have the right to compromise pay or settle (exercising reasonable business judgment)any such claim at any time, provided that in such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely event they shall waive any right of indemnification therefor by the indemnifying partyparty or parties. If the indemnifying party or parties do not make a timely election to undertake the good faith defense or settlement of the claim as aforesaid, then or if the indemnifying parties fail to proceed with the good faith defense or settlement of the matter after making such election, then, in either such event, the indemnified party or parties shall make available have the right to contest, settle or compromise (provided that all information and assistance that settlements or compromises require the indemnifying party may reasonably request and shall cooperate prior reasonable consultation with the indemnifying party in such defense.party

Third Party Claims. With respect to If a claim by a third party claimsis made against an indemnified party and if such party intends to seek indemnity with respect thereto under this, if within twenty (20) days after receiving the notice described in clause (a) above such indemnified party shall promptly notify the indemnifying party gives (i) written in writing of such claims setting forth such claims in reasonable detail; provided, however, the foregoing notwithstanding, the failure of any indemnified party to give any notice required to be given hereunder shall not affect such party's right to indemnification hereunder except to the extent the indemnifying party from whom such indemnity is sought shall have been prejudiced in its ability to defend the claim or action for which such indemnification is sought by reason of such failure. The indemnifying party shall have 20 days after receipt of such notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount undertake, through counsel of such claim if such claim were successful its own choosing and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to expense, the indemnified party that such claim will be promptly paid in full if requiredsettlement or defense thereof, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment cooperate with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expenseit in connection therewith; provided, however, that the assumption indemnified party may participate in such settlement or defense through counsel chosen by such indemnified party, provided that the fees and expenses of defense of such counsel shall be borne by such indemnified party. The indemnified party shall not pay or settle any such matters by claim which the indemnifying party shall relate solely to is contesting. Notwithstanding the claimforegoing, liability or expense that is subject or potentially subject to indemnification. The the indemnifying party shall have the rightright to pay or settle any such claim, with the consent of the indemnified party, which consent provided that in such event it shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation waive any right to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such the indemnifying party does not notify the indemnified party within 20 days after the receipt of the indemnified party's notice of intent claim of indemnity hereunder that it elects to dispute and defend is given by undertake the indemnifying party, or if such diligent good faith defense is not being or ceases to be conductedthereof, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to contest, settle or compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature canthe claim but shall not be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defensethereby waive any right to indemnity therefore pursuant to this Agreement.

Third Party Claims. With respect to If a claim by a third party claimsis made against an indemnified party and if such party intends to seek indemnity with respect thereto under this, if within twenty (20) days after receiving the notice described in clause (a) above such indemnified party shall promptly notify the indemnifying party gives (i) written in writing of such claims setting forth such claims in reasonable detail; provided, however, the foregoing notwithstanding, the failure of any indemnified party to give any notice required to be given hereunder shall not affect such party's right to indemnification hereunder except to the extent the indemnifying party from whom such indemnity is sought shall have been prejudiced in its ability to defend the claim or action for which such indemnification is sought by reason of such failure. The indemnifying party shall have 20 days after receipt of such notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount undertake, through counsel of such claim if such claim were successful its own choosing and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to expense, the indemnified party that such claim will be promptly paid in full if requiredsettlement or defense thereof, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment cooperate with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expenseit in connection therewith; provided, however, that the assumption indemnified party may participate in such settlement or defense through counsel chosen by such indemnified party, provided that the fees and expenses of defense of such counsel shall be borne by such indemnified party. The indemnified party shall not pay or settle any such matters by claim which the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussionscontesting. Notwithstanding anything herein statedthe foregoing, the indemnified party shall at all times have the right to fully participate pay or settle any such claim, provided that in such defense at its own expense directly or through counsel; provided, however, if the named parties event it shall waive any right to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid indemnify therefor by the indemnifying party. If no such the indemnifying party does not notify the indemnified party within 20 days after the receipt of the indemnified party's notice of intent claim of indemnity hereunder that it elects to dispute and defend is given by undertake the indemnifying party, or if such diligent good faith defense is not being or ceases to be conductedthereof, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to contest, settle or compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature canthe claim but shall not be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defensethereby waive any right to indemnity therefore pursuant to this Agreement.

Third Party Claims. With respect to If a claim by a third party claimsis made against an indemnified party (i.e., a Seller Indemnified Party or a Buyer Indemnified Party), and if within twenty (20) days after receiving the notice described in clause (a) above such indemnified party intends to seek indemnity with respect thereto under this Article X, such indemnified party shall promptly notify the indemnifying party gives (i) written notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount writing of such claim if claims setting forth such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides claims in reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnificationdetail. The indemnifying party shall have thirty (30) days (or such shorter period as may be necessary to prevent the rightloss of any rights or claims) after receipt of such notice to undertake, with through counsel of its own choosing (subject to the consent reasonable approval of the indemnified party) and at its own expense, which consent shall not be unreasonably withheldthe settlement or defense thereof, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify and the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claimcooperate with it in connection therewith; PROVIDED, liability or expense and any resulting suitHOWEVER, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party may participate in such settlement or defense through counsel chosen by such 43 indemnified party, PROVIDED that the fees and expenses of such counsel shall reasonably request and be borne by such indemnified party. The indemnified party shall consult with have the right to pay or settle any such claim, PROVIDED that in such event it shall waive any right to indemnity therefor by the indemnifying party unless the indemnifying party has consented in writing to such payment or settlement. If the indemnifying party does not notify the indemnified party prior within thirty (30) days (or such shorter period as may be necessary to acting on major matters, including settlement discussions. Notwithstanding anything herein statedprevent the loss of any rights or claims) after the receipt of the indemnified party's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly contest, settle or through counsel; provided, however, if compromise the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party claim but shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the thereby waive any right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defenseindemnity therefor pursuant to this Agreement.

Third Party Claims. With respect to third party claims, if within twenty (20) 20 days after receiving the notice described in clause (a) above the indemnifying party gives (i) gives written notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; providedPROVIDED, howeverHOWEVER, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With Promptly after receipt by any Purchaser Party or Company Party (in either case an “Indemnified Person”) of notice of any demand, claim, or circumstances which would or might give rise to a claim or the commencement of any Action in respect of which indemnity may be sought pursuant to third party claimsSection 4.7(a), if within twenty (20) days after receiving the notice described in clause (a) above such Indemnified Person shall promptly notify the indemnifying party gives (i) written notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful writing and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to may assume the consent defense thereof, including the employment of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect counsel reasonably satisfactory to such claimIndemnified Person, liability or expense as long as and shall assume the indemnifying party is conducting a good faith payment of all fees and diligent defense at its own expenseexpenses; provided, however, that the assumption of defense failure of any such matters by Indemnified Person so to notify the indemnifying party shall relate solely not relieve the indemnifying party of its obligations hereunder except to the claim, liability or expense extent that is subject or potentially subject to indemnification. The the indemnifying party is actually and materially and adversely prejudiced by such failure to notify. In any such Action, any Indemnified Person shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at retain its own counsel, but the fees and expenses of such counsel shall be at the expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both of such Indemnified Person unless (i) the indemnifying party and the indemnified Indemnified Person shall have mutually agreed to the retention of such counsel, (ii) the indemnifying party shall have failed promptly to assume the defense of such Action and to employ counsel reasonably satisfactory to such Indemnified Person in such Action, or (iii) in the reasonable judgment of counsel to such Indemnified Person, representation of both parties by the same counsel would be inappropriate under applicable standards of professional conductdue to actual or potential differing interests between them; provided, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request shall not be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Persons. The indemnifying party shall cooperate with not be liable for any settlement of any Action effected without its written consent, which consent shall not be unreasonably withheld, delayed or conditioned. Without the prior written consent of the Indemnified Person, the indemnifying party shall not effect any settlement of any pending or threatened Action in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such defenseIndemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability arising out of such Action.

Third Party Claims. With In order for a party (the "indemnified party") to be entitled to any indemnification provided for under this Agreement in respect to of, arising out of, or involving a claim or demand or written notice made by any third party claimsagainst the indemnified party (a "Third Party Claim") after the date hereof, if within twenty (20) days after receiving the notice described in clause (a) above such indemnified party must notify the indemnifying party gives (ithe "indemnifying party") in writing of the Third Party Claim within 30 business days after receipt by such indemnified party of written notice of the Third Party Claim; provided that the failure of any indemnified party to give timely notice shall not affect his right of indemnification hereunder except to the extent the indemnifying party has actually been prejudiced or damaged thereby. If a Third Party Claim is made against an indemnified party, the indemnifying party stating that (A) shall be entitled, if it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends so chooses, to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for assume the defense shall be thereof with counsel selected by the indemnifying party (subject which counsel shall be reasonably satisfactory to the consent indemnified party). If the indemnifying party assumes the defense of a Third Party Claim, the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment will cooperate in all reasonable respects with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith in connection with such defense, and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, right to participate in such defense with counsel selected by it; provided that the consent fees and disbursements of such counsel shall be at the expense of the indemnified party; and provided further that, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided if the indemnifying parties' obligation to indemnify defendants in any Third Party Claim include both the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation shall have reasonably concluded that the interests of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall reasonably may be paid by deemed to conflict with the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense interests of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and party shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. Except as otherwise provided herein, the indemnified party will not, except at its own cost and expense, settle or compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense any Third Party Claim for which it is one that by its nature cannot be defended solely by entitled to indemnification hereunder without the prior written consent of the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defensewhich consent will not be unreasonably withheld.

Third Party Claims. With respect to If a claim by a third party claimsis made against any party or parties hereto and the party or parties against whom said claim is made intends to seek indemnification with respect thereto under Sections 5.1 or 5.2, if within twenty (20) days after receiving the notice described in clause (a) above party or parties seeking such indemnification shall promptly notify the indemnifying party gives or parties, in writing, of such claim, providing such details of the claim (iincluding the claimed amount) as are then known; provided, however, that the failure to give such notice shall not affect the rights of the indemnified party or parties hereunder except to the extent that such failure materially and adversely affects the indemnifying party or parties due to the inability to timely defend such action. The indemnifying party or parties shall have 10 business days after said notice is given to elect, by written notice given to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount or parties, to undertake, conduct and control, through counsel of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its their own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party choosing (subject to the consent of the indemnified party which or parties, such consent shall not to be unreasonably withheld) and at their sole risk and expense, the good faith settlement or defense of such claim, and the indemnified party or parties shall not be required to make any payment cooperate with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expenseparties in connection therewith; provided, however, that : (a) all settlements require the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, prior reasonable consultation with the indemnified party and the prior written consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify and (b) the indemnified party therefor will or parties shall be fully satisfied. The indemnifying party shall keep entitled to participate in such settlement or defense through counsel chosen by the indemnified party apprised or parties, provided that the fees and expenses of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, such counsel shall furnish be borne by the indemnified party with all documents and information that or parties. So long as the indemnified indemnifying party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein statedor parties are contesting any such claim in good faith, the indemnified party or parties shall at all times have the right to fully participate in not pay or settle any such defense at its own expense directly or through counselclaim; provided, however, that notwithstanding the foregoing, the indemnified party or parties shall have the right to pay or settle any such claim at any time, provided that in such event they shall waive any right of indemnification therefor by the indemnifying party or parties. If the indemnifying party or parties do not make a timely election to undertake the good faith defense or settlement of the claim as aforesaid, or if the named indemnifying parties fail to proceed with the action good faith defense or proceeding include both settlement of the matter after making such election, then, in either such event, the indemnified party or parties shall have the right to contest, settle or compromise (provided that all settlements or compromises require the prior reasonable consultation with the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense prior written consent of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and which consent shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by unreasonably withheld) the claim at their exclusive discretion, at the risk and expense of the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defenseparties.

Third Party Claims. With respect to If a claim by a third party claimsis made against any party or parties hereto and the party or parties against whom said claim is made intends to seek indemnification with respect thereto under Sections 11.1 or 11.2, if within twenty (20) days after receiving the notice described in clause (a) above party or parties seeking such indemnification shall promptly notify the indemnifying party gives or parties, in writing, of such claim; provided, however, that the failure to give such notice shall not affect the rights of the indemnified party or parties hereunder except to the extent that such failure materially and adversely affects the indemnifying party or parties due to the inability to timely defend such action. The indemnifying party or parties shall have ten (i10) business days after said notice is given to elect, by written notice given to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount or parties, to undertake, conduct and control, through counsel of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its their own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party choosing (subject to the consent of the indemnified party which or parties, such consent shall not to be unreasonably withheld) and at their sole risk and expense, the good faith settlement or defense of such claim, and the indemnified party or parties shall not be required to make any payment cooperate with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expenseparties in connection therewith; provided, however, that : (a) all settlements require the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, prior reasonable consultation with the indemnified party and the prior written consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify and (b) the indemnified party therefor will or parties shall be fully satisfied. The indemnifying party shall keep entitled to participate in such settlement or defense through counsel chosen by the indemnified party apprised or parties, provided that the fees and expenses of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, such counsel shall furnish be borne by the indemnified party with all documents and information that or parties. So long as the indemnified indemnifying party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein statedor parties are contesting any such claim in good faith, the indemnified party or parties shall at all times have the right to fully participate in not pay or settle any such defense at its own expense directly or through counselclaim; provided, however, that notwithstanding the foregoing, the indemnified party or parties shall have the right to pay or settle any such claim at any time, provided that in such event they shall waive any right of indemnification therefor by the indemnifying party or parties. If the indemnifying party or parties do not make a timely election to undertake the good faith defense or settlement of the claim as aforesaid, or if the named indemnifying parties fail to proceed with the action good faith defense or proceeding include both settlement of the matter after making such election, then, in either such event, the indemnified party or parties shall have the right to contest, settle or compromise (provided that all settlements or compromises require the prior reasonable consultation with the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense prior written consent of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and which consent shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by unreasonably withheld) the claim at their exclusive discretion, at the risk and expense of the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defenseparties.

Third Party Claims. With respect In the event that any claim or demand for which any party hereto would be entitled to indemnification under Section 12 is asserted or sought to be collected by a third party, the party(ies) seeking indemnity shall give a Claim Notice (as described in Section 12.3 hereof) to the party claimsor parties from whom indemnity is sought. The party(ies) from whom indemnity is sought shall have thirty (30) days from the date of delivery of the Claim Notice (the "Notice Period") to notify the party(ies) seeking indemnity whether or not the right to indemnity for such claim is disputed and, if within twenty disputed, the reasons therefor. (201) days after receiving If the notice described right to indemnity is not disputed by the party(ies) from whom indemnity is sought, such party(ies) shall assume the control and defense and/or settlement of such claim or demand, and the amount of any settlement or judgment and the costs and expenses of such defense shall be paid by such party(ies). If the party(ies) seeking indemnity shall desire to participate in clause any such defense, such party(ies) may do so at its or their sole cost and expense, in which event no settlement of any claim or demand which would adversely affect the rights of the party(ies) seeking indemnity may be made without the written consent(s) of such party(ies), which consent(s) may not be unreasonably withheld. If, however, the party(ies) seeking indemnification refuses to consent to a firm, bona fide settlement offer not involving injunctive relief against it (athem) above that the indemnifying party gives (ifrom whom indemnification is sought wishes to accept, the party(ies) written notice to be indemnified may continue to pursue such matter, free of any participation by the party making the indemnification, at the sole expense of the party(ies) seeking indemnification. In such event, the obligations of the party from whom indemnification is sought to the indemnified party stating that (Aparty(ies) it would seeking indemnification shall be liable under the provisions hereof for indemnity in equal to the amount of such claim if such claim were successful offer of settlement that was refused, plus the costs and (Bexpenses of the party(ies) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance seeking indemnification prior to the indemnified party that date consent to such claim will be promptly paid in full if requiredsettlement offer was refused, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheldmore than twenty days after such offer of settlement was delivered to the party(ies) and seeking indemnification. Without limiting the indemnified party generality of the foregoing, it shall not be required deemed unreasonable to make any payment with respect withhold consent to such claima settlement involving injunctive or other relief against the party(ies) seeking indemnity or their respective assets, liability employees or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnificationbusinesses. The indemnifying party party(ies) seeking indemnity shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be kept fully satisfied. The indemnifying party shall keep the indemnified party apprised informed of the status of the claimany such claim or demand at a11 stages thereof, liability regardless of whether or expense and not they participate in any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussionssuch defense. Notwithstanding anything herein stated, the indemnified party shall at all times have (2) If the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties indemnity is disputed by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend party(ies) from whom indemnity is given by the indemnifying party, sought or if such diligent good faith defense is not being or ceases party(ies) shall fai1 to be conductedrespond within the Notice Period, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and party(ies) seeking indemnity shall have the right to compromise control the defense and/or settlement of such claim or settle demand, and the amount of any settlement or judgment and the cost, and expenses of such defense (exercising reasonable business judgment)including, without limitation, attorneys' fees incurred in connection therewith) may be the subject of a claim for indemnification under Section 12.2(b) hereof. Nothing herein contained shall prohibit or limit the right of the party(ies) seeking indemnity hereunder to pursue such claim, liability legal remedies as may be available to it or expensethem to enforce such right of indemnity prior to or after the resolution of the third party's claim or demand. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party (3) The party(ies) seeking indemnity shall make available to the party(ies) from whom indemnity is sought and their attorneys and accountants all information books and records of the party(ies) seeking indemnity relating to any such claim or demand and the parties agree to render each other such assistance that the indemnifying party as they may reasonably request require in order to ensure the proper and shall cooperate with the indemnifying party in adequate defense of any such defense.claim or demand. (b)

Third Party Claims. With respect to If a claim by a third party claimsis made against any party or parties hereto and the party or parties against whom said claim is made intends to seek indemnification with respect thereto under this paragraph 6, if the party or parties seeking such indemnification shall within twenty ten (2010) days after receiving the notice described in clause (a) above thereafter notify the indemnifying party gives or parties, in writing, of such claim; provided, however, that the failure to give such notice shall not affect the rights of the indemnified party or parties hereunder unless such failure materially and adversely affects the indemnifying party or parties. The indemnifying party or parties shall have thirty (i30) days (or such time as may be required to file an answer or response in court) after said notice is given to elect, by written notice given to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount or parties, to undertake, conduct and control, through counsel of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its their own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party choosing (subject to the consent of the indemnified party which or parties, such consent shall not to be unreasonably withheld) and at their sole risk and expense, the good faith settlement or defense of such claim, and the indemnified party or parties shall cooperate with the indemnifying parties in connection therewith; provided: (i) in the case of the Company and/or any of the Selling Stockholders as the indemnifying party or parties, it or they shall not thereby permit to exist any lien, encumbrance or other adverse change upon any of the Purchased Assets, Buyer or the Business, and (ii) the indemnified party or parties shall be required entitled to make any payment with respect to participate in such claimsettlement or defense through counsel chosen by the indemnified party or parties, liability provided that the fees and expenses of such counsel shall be borne by the indemnified party or expense as parties. So long as the indemnifying party is conducting a or parties are contesting any such claim in good faith and diligent defense at its own expensefaith, the indemnified party or parties shall not pay or settle any such claim; provided, however, that notwithstanding the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein statedforegoing, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise pay or settle (exercising reasonable business judgment)any such claim at any time if the indemnifying party is unconditionally released thereby, provided that in such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely event they shall waive any right of indemnification therefor by the indemnifying partyparty or parties. If the indemnifying parties do not make a timely election to undertake the good faith defense or settlement of the claim as aforesaid, then or if the indemnifying parties fail to proceed with the good faith defense or settlement of the matter after making such election, then, in either such event, the indemnified party or parties shall make available all information have the right to contest, settle or compromise the claim at their exclusive discretion, at the risk and assistance that expense of the indemnifying party parties to the full extent set forth in subparagraph 6.1 or 6.2 hereof, as the case may reasonably request and shall cooperate with the indemnifying party in such defensebe.

Third Party Claims. With respect In the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party, the indemnified persons shall give such notice thereof to third the indemnifying party claims, if within not later than twenty (20) business days after receiving the notice described in clause (a) above the indemnifying party gives (i) written notice prior to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance time any response to the indemnified party that such asserted claim will be promptly paid in full if is required, then counsel for if possible, and in any event within fifteen (15) days following the defense shall be selected by the indemnifying party (subject to the consent of the date such indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expenseperson has actual knowledge thereof; provided, however, that the assumption omission by such indemnified party to give notice as provided herein shall not relieve the indemnifying party of its indemnification obligation under this Article VII except to the extent that such indemnifying party is materially damaged as a result of such failure to give notice. In the event of any such claim for indemnification resulting from or in connection with a claim or legal proceeding by a third party, the indemnifying party may, at its sole cost and expense, assume the defense thereof; provided, however, that counsel for the indemnifying party, who shall conduct the defense of such claim or legal proceeding, shall be reasonably satisfactory to the indemnified party; and provided, further, that if the defendants in any such actions include both the indemnified persons and the indemnifying party and the indemnified persons shall have reasonably concluded based on a written opinion of counsel that there may be legal defenses or rights available to them which have not been waived and are in actual or potential conflict with those available to the indemnifying party, the indemnified persons shall have the right to select one law firm reasonably acceptable to the indemnifying party to act as separate counsel, on behalf of such indemnified persons, at the expense of the indemnifying party. Unless the indemnified persons are represented by separate counsel pursuant to the second proviso of the immediately preceding sentence, if an indemnifying party assumes the defense of any such matters by the claim or legal proceeding, such indemnifying party shall relate solely not consent to the claimentry of any judgment, liability or expense enter into any settlement, that (a) is subject or potentially not subject to indemnification. The indemnifying party shall have the right, indemnification in accordance with the provisions in this Article VII, (b) provides for injunctive or other nonmonetary relief affecting the indemnified persons or (c) does not include as an unconditional term thereof the giving by each claimant or plaintiff to such indemnified persons of a release from all liability with respect to such claim or legal proceeding, without the prior written consent of the indemnified persons (which consent, in the case of clauses (b) and (c), shall not be unreasonably withheld); and provided, further, that, unless the indemnified persons are represented by separate counsel pursuant to the second proviso of the immediately preceding sentence, the indemnified persons may, at their own expense, participate in any such proceeding with the counsel of their choice without any right of control thereof. So long as the indemnifying party is in good faith defending such claim or proceeding, the indemnified persons shall not compromise or settle such claim or proceeding without the prior written consent of the indemnifying party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided . If the indemnifying parties' obligation to indemnify party does not assume the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised defense of the status of the claim, liability any such claim or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult litigation in accordance with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein statedterms hereof, the indemnified party shall at all times have the right to fully participate persons may defend against such claim or litigation in such defense at its own expense directly manner as they may deem appropriate, including, without limitation, settling such claim or through counsel; provided, however, if litigation (after giving prior written notice of the named parties same to the action or proceeding include both the indemnifying party and obtaining the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense prior written consent of the indemnifying party, undertake the defense of (with counsel selected by which consent shall not be unreasonably withheld) on such terms as the indemnified party)persons may deem appropriate, and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate will promptly indemnify the indemnified persons in accordance with the indemnifying party in such defenseprovisions of this Section 7.4.

Third Party Claims. With respect to If a claim by a third party claimsis made against any indemnified party, and if the indemnified party intends to seek indemnity with respect thereto under this Article 8, such indemnified party shall promptly notify the indemnifying party of such claim; provided, however, that failure to give timely notice shall not affect the rights of the indemnified party so long as the failure to give timely notice does not adversely affect the indemnifying party’s ability to defend such claim against a third party. The indemnifying party shall be entitled to settle or assume the defense of such claim, including the employment of counsel reasonably satisfactory to the indemnified party. If the indemnifying party elects to settle or defend such claim, the indemnifying party shall notify the indemnified party within twenty ten (2010) days of the indemnifying party’s intent to do so. If the indemnifying party elects not to settle or defend such claim or fails to notify the indemnified party of the election within thirty (30) days (or such shorter period provided above) after receiving receipt of the indemnified party’s notice described in clause of a claim of indemnity hereunder, the indemnified party shall have the right to contest, settle or compromise the claim without prejudice to any rights to indemnification hereunder. Regardless of which party is controlling the settlement of defense of any claim, (a) above both the indemnified party and indemnifying party shall act in good faith, (b) the indemnifying party gives shall not thereby permit to exist any lien, encumbrance or other adverse charge upon any asset of any indemnified party or of its subsidiaries, (ic) written notice to the indemnifying party shall permit the indemnified party stating that (A) it would be liable under to participate in such settlement or defense through counsel chosen by the provisions hereof for indemnity in the amount indemnified party, with all fees, costs and expenses of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to counsel borne by the indemnified party that such party, (d) no entry of judgment or settlement of a claim will may be promptly paid in full if required, then counsel for agreed to without the defense shall be selected by the indemnifying party (subject to the written consent of the indemnified party which party, provided that such consent shall not be unreasonably withheldwithheld or delayed, and (e) and the indemnifying party shall promptly reimburse the indemnified party shall not be required for the full amount of such claim and the related expenses as incurred by the indemnified party pursuant to make any payment with respect to such claim, liability or expense as this Article 8. So long as the indemnifying party is conducting a reasonably contesting any such third party claim in good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that foregoing clause (b) is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein statedcomplied with, the indemnified party shall at all times have the right not pay or settle any such claim. The controlling party shall upon request deliver, or cause to fully participate in such defense at its own expense directly or through counsel; providedbe delivered, however, if the named parties to the action other party copies of all correspondence, pleadings, motions, briefs, appeals or proceeding include both other written statements relating to or submitted in connection with the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, settlement or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), any such claim, liability and timely notices of any hearing or expense. If other court proceeding relating to such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With respect In the event any party to be indemnified is entitled to indemnification hereunder based upon a claim asserted by a third party claimsparty, if within twenty (20) days after receiving the notice described in clause (a) above the indemnifying party gives (i) written notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expensegiven prompt notice thereof in reasonable detail; provided, however, that the assumption of defense of any such matters by failure to give prompt notice shall not relieve the indemnifying party shall relate solely of any liability hereunder, except to the claim, liability or expense that extent the indemnifying party is subject or potentially subject to indemnificationprejudiced by such failure. The indemnifying party shall have the right, with right (without prejudice to the consent right of any party to be indemnified to participate at its expense through counsel of its own choosing) to defend such claim at its expense and through counsel of its own choosing which is reasonably acceptable to the party to be indemnified if the indemnifying party gives notice of its intention to do so not later than twenty (20) days following its receipt of notice of such claim from the party to be indemnified (or such shorter time period as is required so that the interests of the party to be indemnified party, which consent shall would not be unreasonably withheld, materially prejudiced as a result of its failure to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided have received such notice from the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counselparty); provided, however, that if the named parties to the defendants in any action or proceeding shall include both an indemnifying party and a party to be indemnified and the party to be indemnified shall have reasonably concluded that counsel selected by the indemnifying party and has a conflict of interest because of the indemnified availability of different or additional defenses to the party and representation of both parties by the same counsel would to be inappropriate under applicable standards of professional conductindemnified, the expense of party to be indemnified shall have the right to select separate counsel for to participate in the indemnified party shall be paid by the indemnifying party. If no defense of such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shallaction on its behalf, at the expense of the indemnifying party. The indemnifying party shall not have the power to bind the indemnified party, undertake without the indemnified party’s prior written consent, which shall not be unreasonably withheld, with respect to any. settlement pursuant to which anything is required other than the payment of money and then only to the extent that the indemnifying party shall make full payment of such, money. If the indemnifying party does not so choose to defend any such claim asserted by a third party for which the party to be indemnified would be entitled to indemnification hereunder, then the party to be indemnified shall be entitled to recover from the indemnifying party, on a monthly basis, all of its reasonable attorneys’ fees and other costs and expenses of litigation of any nature whatsoever incurred in the defense of (such claim. If the indemnifying party assumes the defense of any such claim, the indemnifying party will hold the party to be indemnified harmless from and against any and all damages arising out of any settlement approved by such indemnifying party or any judgment in connection with counsel selected such claim or litigation. Notwithstanding the assumption of the defense of any claim by an indemnifying party pursuant to this paragraph, the party to be indemnified party), and shall have the right to compromise or settle approve the terms of any settlement of a claim (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature canwhich approvel shall not be defended solely by unreasonably withheld or delayed). Notwithstanding anything to the indemnifying partycontrary contained herein, then the indemnified party shall make available all information and assistance that the an indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defensewill not be liable for any settlement of a claim effected without its prior written consent.

Third Party Claims. With respect to third party claims, if within twenty (20) days after receiving the notice described in clause (a) above the indemnifying party gives (i) written notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment)settle, with the consent of the indemnifying party, which consent may not be unreasonably withheld, such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With respect to In the case of any third party claimsclaim, if within twenty ten (2010) business days after receiving the notice described in clause (a) above the preceding paragraph the indemnifying party gives (i) written notice (the “Defense Notice”) to the indemnified party stating that (Ai) it would may be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (Bii) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if requiredexpense, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. **** This material has been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' ’ obligation to indemnify the indemnified party therefor therefore will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend Defense Notice is given by the indemnifying party, or if such diligent a good faith defense is not being or ceases to be conductedconducted by the indemnifying party, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With In order for a party (the “indemnitee”) to be entitled to any indemnification provided for under this Agreement in respect to third 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 claimsfrom whom indemnification hereunder is sought (the “indemnitor”) in writing of the Third-Party Claim, if within twenty thirty (2030) days after receiving such claim or demand is first asserted. Such notice shall state in reasonable detail the notice described in clause (a) above the indemnifying party gives (i) written notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount or estimated amount of such claim if such claim were successful claim, and shall identify the specific basis (Bor bases) that it disputes and intends to defend against for such claim, liability including the representations, warranties or expense covenants alleged to have been breached. Failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnitor shall have been actually prejudiced as a result of such failure. Thereafter, the indemnitee shall deliver to the indemnitor without undue delay copies of all notices and documents (including court papers received by the indemnitee) relating to the Third-Party Claim, so long as any such disclosure could not reasonably be expected to have an adverse effect on the attorney-client or any other privilege that may be available to the indemnitee in connection therewith. If a Third-Party Claim is made against an indemnitee, the indemnitor shall be entitled to participate, at its expense, in the defense thereof. Notwithstanding the foregoing, if the indemnitor irrevocably admits to the indemnitee in writing its obligation to indemnify the indemnitee for all liabilities and obligations relating to such Third-Party Claim, the indemnitor may elect to assume and control the defense thereof with counsel selected by the indemnitor. If the indemnitor assumes such defense, the indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own cost expense, separate from the counsel employed by the indemnitor, it being understood that the indemnitor shall control such defense. The indemnitor shall not be entitled to assume control of such defense (unless otherwise agreed to in writing by the indemnitee) and expense the indemnitor shall pay the reasonable fees and (ii) provides reasonable assurance to expenses of counsel retained by the indemnified party indemnitee if the Third Party Claim seeks injunctive or equitable relief against the indemnitee; provided, that no, settlement of any damage claims which are also asserted in connection with such claim will be promptly paid in full if required, then counsel for the defense Third Party Claim shall be selected by the indemnifying party (subject to made without the consent of the indemnitor, which consent shall not be unreasonably withheld or delayed. If a reasonable likelihood exists that counsel chosen by indemnitor has, or could reasonably be anticipated to have, a conflict of interest with respect to a defense of an indemnitee, indemnitor shall be required to retain additional counsel who is not so conflicted. If the indemnitor so assumes the defense of any Third-Party Claim, all of the indemnified party parties shall cooperate with the indemnitor in the defense or prosecution thereof. Such cooperation shall include, at the expense of the indemnitor, the retention and (upon the indemnitor’s request) the provision to the indemnitor of records and information which are reasonably relevant to such Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the indemnitor has assumed the defense of a Third-Party Claim, (i) the indemnitee shall not admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the indemnitor’s prior written consent (which consent shall not be unreasonably withheld); (ii) the indemnitee shall agree to any settlement, compromise or discharge of a Third Party Claim which the indemnitor may recommend and which by its terms releases the indemnified party indemnitee from any liability in connection with such Third-Party Claim, provided that the indemnitor provides the indemnitee with reasonable evidence that the indemnitor will have the financial resources to pay all amounts due in connection with such settlement, compromise or discharge and that the terms of such settlement, compromise or discharge and that the terms of such settlement, compromise or discharge do not require an admission of liability on the part of the indemnitee and (iii) the indemnitor shall not, without the written consent of the indemnitee, enter into any settlement, compromise or discharge or consent to the entry of any judgment which imposes any obligation or restriction upon the indemnitee of an injunctive or other equitable nature or if such settlement, compromise or discharge does not be required to make any payment expressly and unconditionally release the indemnitee from all liabilities and obligations with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defenseThird-Party Claim.

Third Party Claims. With respect to third party claims, if within twenty (20) days after receiving the written notice described in clause (a) above the indemnifying party gives (i) written notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified indemnifying party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expenseexpense or the payment is required in accordance with any settlement or adjudication in accordance with the provisions of this Section 6.3; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, delayed or conditioned, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' ’ obligation to indemnify the indemnified party therefor therefore will be fully satisfiedsatisfied and such settlement does not involve the establishment of any obligations or limitations applicable to the indemnified party. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With respect to third party claims, if within ------------------ twenty (20) days after receiving the notice described in clause (a) above the indemnifying party gives (i) written notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified indemnifying party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expenseexpense or the payment is required in accordance with any settlement or adjudication in accordance with the provisions of this Section 7.3; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' party's obligation to indemnify the indemnified party therefor will be fully satisfiedsatisfied and such settlement does not involve the establishment of any material obligations or limitations applicable to the indemnified party. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. In that case or event, the indemnified party shall keep the indemnifying party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnifying party with all documents and information that the indemnifying party shall reasonably request and shall consult with the indemnifying party prior to acting on major matters, including settlement discussions. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With Promptly after service of notice of any claim or of process by any third person in any matter in respect to third of which indemnity may be sought from an indemnifying party claimsunder this Agreement, if within twenty (20) days after receiving the notice described in clause (a) above indemnified party will notify the indemnifying party gives (i) written after being served. The indemnifying party will have the right to participate in, or assume and control, at its own expense, the defense of any such claim or process or settlement. After notice from the indemnifying party of its election to assume the defense of the action, the indemnifying party will not be liable to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability any legal or other expense at its own cost and expense and (ii) provides reasonable assurance to incurred by the indemnified party that in connection with such claim defense. Such defense will be promptly paid in full if requiredconducted expeditiously (but with due regard for obtaining the most favorable outcome reasonably likely under the circumstances, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheldtaking into account costs and expenditures) and the indemnified party shall not will be required to make any payment advised promptly of all developments. Notwithstanding the foregoing, with respect to any matter which is the subject of any such claimclaim and as to which the indemnified party fails to give the indemnifying party notice, liability and this failure adversely affects the ability of the indemnifying party to defend the claim or expense as long as materially increases the amount of indemnification which the indemnifying party is conducting a good faith and diligent defense at its own expense; providedobligated to pay under this Agreement, however, that the assumption amount of defense indemnification which the indemnified party will be entitled to receive will be reduced to an amount which the indemnifying party would have been entitled to receive had such notice been timely given. No settlement of any such matters by claim as to which the indemnifying party shall relate solely has not elected to assume the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor defense thereof will be fully satisfied. The indemnifying party shall keep made without the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense written consent of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature canwhich consent will not be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defenseunreasonably withheld or delayed.

Third Party Claims. With In order for a party (the "indemnified party") to be entitled to any indemnification provided for under this Agreement in respect to of, arising out of, or involving a claim or demand or written notice made by any third party claimsagainst the indemnified party (a "Third Party Claim") after the Closing Date, if within twenty (20) days after receiving the notice described in clause (a) above such indemnified party must notify the indemnifying party gives (ithe "indemnifying party") in writing of the Third Party Claim within 30 business days after receipt by such indemnified party of written notice of the Third Party Claim; provided that the failure of any indemnified party to give timely notice shall not affect his right of indemnification hereunder except to the extent the indemnifying party has actually been prejudiced or damaged thereby. If a Third Party Claim is made against an indemnified party, the indemnifying party stating that (A) shall be entitled, if it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends so chooses, to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for assume the defense shall be thereof with counsel selected by the indemnifying party (subject which counsel shall be reasonably satisfactory to the indemnified party). If the indemnifying party assumes the defense of a Third Party Claim, the indemnified party will cooperate in all reasonable respects with the indemnifying party in connection with such defense, and shall have the right to participate in such defense with counsel selected by it. The fees and disbursements of such counsel, however, shall be at the expense of the indemnified party; provided, however, that, in the case of any Third Party Claim of which the indemnifying party has not employed counsel to assume the defense, the fees and disbursements of such counsel shall be at the expense of the indemnifying party. Notwithstanding the foregoing, the indemnity agreement contained in this Article VII shall not apply to amounts paid in settlement of claim, damage, liability or action if such settlement is effected without the consent of the indemnified indemnifying party (which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With respect to In the event of a third party claimsclaim giving rise to indemnification hereunder, if within twenty the indemnifying party shall have thirty (2030) days after receiving receipt of the notice described referred to in clause (a) above Section 8.4 to notify the indemnified persons that it elects to conduct and control such action or suit with counsel reasonably satisfactory to the indemnified persons. If the indemnifying party gives (i) written notice to does not give the foregoing notice, the indemnified party stating that (A) it would be liable under persons shall have the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends right to defend against and contest such claim, liability action or expense at its own cost and expense and (ii) provides reasonable assurance to suit in any manner the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expensepersons reasonably deem appropriate; provided, however, that the assumption of defense indemnified persons shall not consent to the entry of any judgment or to any settlement of such matters by claim without the prior written consent of the indemnifying party, not to be unreasonably withheld or delayed. If the indemnifying party shall relate solely to gives the claimforegoing notice, liability or expense that is subject or potentially subject to indemnification. The the indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at undertake, conduct, and control, through counsel of its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party choosing and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the sole expense of the indemnifying party, undertake the defense conduct and settlement of (with counsel selected by such action or suit, and the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and persons shall cooperate with the indemnifying party in connection therewith; provided that (w) the indemnifying party shall not settle or compromise any such defenseaction or suit without the indemnified persons' prior written consent (not to be unreasonably withheld or delayed), unless the terms of such settlement or compromise release the indemnified persons from any and all liability with respect to such action or suit at no cost to the indemnified persons, (x) the indemnifying party shall not thereby consent to the imposition of any Lien upon any asset of any indemnified person or consent to the issuance of an injunction or other equitable relief against the indemnified persons, (y) the indemnifying party shall permit the indemnified persons to participate in such conduct or settlement through one counsel chosen by the indemnified persons, and the fees and expenses of such counsel shall be borne by the indemnified persons (unless the named parties to any such action or suit include one or more indemnified persons who have been advised by counsel that there may be a conflict of interest between the indemnifying party and such indemnified person or persons; in which case the reasonable fees and expenses of one counsel for the indemnified person or persons will be borne by the indemnifying party). So long as the indemnifying party is contesting any such action or suit in good faith, the indemnified persons shall not pay or settle any such action or suit. Notwithstanding the foregoing, the indemnified persons shall have the right to pay or settle any such action or suit, provided that in such event the indemnified persons shall waive the right to indemnity therefor by the indemnifying party, and no amount in respect thereof shall be claimed as Loss or Expense under this Article 8.

Third Party Claims. With respect to If a claim by a third party claimsis made against a party indemnified pursuant to this Article 8, and if within twenty (20) days after receiving the notice described in clause (a) above the indemnifying party gives (i) written notice to the such indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claimseek indemnity with respect thereto under this Article 8, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make promptly (and in any payment with respect to case within 10 days after the indemnified party receives notice of such claim, liability or expense as long as claim being made) notify the indemnifying party is conducting a good faith and diligent defense at its own expenseof such claim; provided, however, that any failure of the assumption of defense of any such matters by indemnified party to notify promptly the indemnifying party of such claim shall relate solely not relieve the indemnifying party of its obligations pursuant to this Article 8 except to the claim, liability or expense extent that is subject or potentially subject to indemnificationthe indemnifying party would be actually prejudiced under this Article 8 in any way as a result of such failure. The indemnifying party shall have the rightright (but not the obligation) to undertake, conduct, and control, through counsel of its own choosing and at the indemnifying party’s expense, the settlement or defense thereof, provided the indemnifying party (i) proceeds in good faith, expeditiously, and diligently and (ii) provides the indemnified party a written undertaking reasonably acceptable as to form to the indemnified party (A) to absolutely and unconditionally, irrespective of any defense based on this Article 8 or otherwise, pay promptly the full amount of any final judgment with respect to such claim and (B) to post any necessary bonds or other security required in order to stay any judgment pending an appeal in the event that the indemnifying party shall elect to prosecute such appeal; the indemnified party shall cooperate with the indemnifying party or parties electing to defend in connection therewith, provided that the indemnifying party shall permit the indemnified party or parties to participate in such settlement or defense through counsel chosen by the indemnified party, provided that (except as provided below) the fees and expenses of such counsel shall be borne by the indemnified party. Without the prior written consent of the indemnified party, which consent shall not unreasonably be unreasonably withheldwithheld or delayed, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify party will not enter into any settlement of any such claim. If the indemnifying party does not serve on the indemnified party therefor will be fully satisfied. The indemnifying party shall keep by certified mail, postage prepaid, return receipt requested (or nationally-recognized overnight courier, delivery confirmed), a written notice of its intention to defend or does not commence to contest any matter within 10 Business Days after receipt of notice from the indemnified party apprised of the status existence of such matter, or if the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish indemnifying party disputes it is liable to the indemnified party with all documents for any sum pursuant to this Article 8 or fails to deliver the undertaking described above, the right to defend such claim shall be deemed waived, and information that the indemnified party shall reasonably request have full right and power to defend or otherwise deal with, settle and dispose of the matter (and shall consult with be indemnified for the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in fees and expenses of counsel retained for such defense at its own expense directly or through counselpurpose); provided, however, if the named parties to the action or proceeding include both the indemnifying party and that the indemnified party and representation of both or parties by will not enter into any settlement or pay (except pursuant to a final court order or judgment) any such claim without the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense prior written consent of the indemnifying party, undertake which consent shall not unreasonably be withheld or delayed. Notwithstanding the defense of (with counsel selected by foregoing, the indemnified party), and party or parties shall have the right to compromise pay or settle (exercising reasonable business judgment)any such claim without the prior written consent of the indemnifying party, provided that in such claim, liability event such party or expense. If such claim, liability or expense is one that by its nature cannot be defended solely parties shall waive any right to indemnity therefor by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With respect to third party claims, if within twenty thirty (2030) days after receiving the notice described in clause (a) above Claim Notice the indemnifying party gives (i) written notice (the “Defense Notice”) to the indemnified party stating that (Ai) it would may be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (Bii) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if requiredexpense, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable identifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' ’ obligation to indemnify the indemnified party therefor therefore will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend Defense Notice is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conductedconducted by the indemnifying party, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or 77 expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With respect In the event any party to be indemnified ------------------ is entitled to indemnification hereunder based upon a Claim asserted by a third party claimsparty, if within twenty (20) days after receiving the notice described in clause (a) above the indemnifying party gives (i) written notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expensegiven prompt notice thereof in reasonable detail; provided, however, that the assumption of defense of any such matters by failure to give prompt notice shall not relieve the indemnifying party shall relate solely of any liability hereunder to the claim, liability or expense extent that the failure to give such notice is subject or potentially subject to indemnificationnot prejudicial. The indemnifying party shall have the right, with right (without prejudice to the consent right of any party to be indemnified to participate at its expense through counsel of its own choosing) to defend such Claim at its expense and through counsel of its own choosing which is reasonably acceptable to the party to be indemnified if the indemnifying party gives notice of its intention to do so not later than twenty (20) days following its receipt of notice of such Claim from the party to be indemnified (or such shorter time period as is required so that the interests of the party to be indemnified party, which consent shall would not be unreasonably withheld, materially prejudiced as a result of its failure to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided have received such notice from the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counselparty); provided, however, if the named parties to the action or proceeding include both the indemnifying party shall not be entitled to control and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel assume responsibility for the defense of any Claim if in the good faith opinion of the party to be indemnified, there exists an actual or potential conflict of interest such that it is advisable for such party to retain control of such proceeding, in which circumstances the party to be indemnified party shall be paid by entitled to control and assume responsibility for the indemnifying party. If no defense of such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, Claim at the expense of the indemnifying party. The indemnifying party shall not have the power to bind the indemnified party, undertake without the indemnified party's prior written consent, which shall not be unreasonably withheld, with respect to any settlement pursuant to which anything is required other than the payment of money and then only to the extent that the indemnifying party shall make full payment of such money. If the indemnifying party does not so choose to defend any such claim asserted by a third party for which the party to be indemnified would be entitled to indemnification hereunder, then the party to be indemnified shall be entitled to recover from the indemnifying party, on a monthly basis, all of its reasonable attorneys' fees and other costs and expenses of litigation of any nature whatsoever incurred in the defense of (such claim. If the indemnifying party assumes the defense of any such claim, the indemnifying party will hold the party to be indemnified harmless from and against any and all damages arising out of any settlement approved by such indemnifying party or any judgment in connection with counsel selected such claim or litigation. Notwithstanding the assumption of the defense of any claim by an indemnifying party pursuant to this paragraph, the party to be indemnified party), and shall have the right to compromise or settle approve the terms of any settlement of a claim (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature canwhich approval shall not be defended solely by unreasonably withheld or delayed). Notwithstanding anything to the indemnifying partycontrary contained herein, then the indemnified party shall make available all information and assistance that the an indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defensewill not be liable for any settlement of a claim effected without its prior written consent.

Third Party Claims. With If any indemnified party receives notice of the assertion or commencement of any Claim by a third party made against such indemnified party (“Third Party Claim”) with respect to third party claims, if within twenty (20) days after receiving the notice described in clause (a) above which the indemnifying party gives (i) written notice may be obligated to the indemnified party stating that (A) it would be liable provide indemnification under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claimthis Agreement, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as give the indemnifying party is conducting a good faith and diligent defense at its own expense; providedreasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, that the assumption of defense of any such matters by relieve the indemnifying party shall relate solely of its indemnification obligations, except and only to the claimextent that such failure causes the indemnifying party to forfeit rights or defenses. Such notice by the indemnified party shall describe the Third Party Claim in reasonable detail, liability and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or expense that is subject or potentially subject to indemnificationmay be sustained by the indemnified party. The indemnifying party shall have the rightright to participate in, or by giving written notice to the indemnified party, to assume the defense of any Third Party Claim at the indemnifying party’s expense and by the indemnifying party’s own counsel, and the indemnified party shall reasonably cooperate in good faith in such defense; provided, however, that if the indemnifying party is a Seller, such indemnifying party shall not have the right to defend or direct the defense of any such Third Party Claim that seeks non-monetary relief. If the indemnifying party assumes the defense of any Third Party Claim, subject to Section 10.3(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the indemnified party. If the indemnifying party assumes the defense of any Third Party Claim, the indemnified party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the consent indemnifying party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the indemnified party, which consent shall not be unreasonably withheldprovided, that if in the good faith judgment of the indemnified party, (A) there are legal defenses available to settle all indemnifiable matters related an indemnified party that are different from or additional to claims by third parties which are susceptible those available to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised party; or (B) there exists a conflict of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both interest between the indemnifying party and the indemnified party and representation of both parties by the same counsel would that cannot be inappropriate under applicable standards of professional conductwaived, the expense indemnifying party shall be liable for the reasonable fees and expenses of separate counsel for to the indemnified party. If the indemnifying party elects not to defend such Third Party Claim, fails to promptly notify the indemnified party shall be paid by the indemnifying party. If no such notice in writing of intent its election to dispute and defend is given by the indemnifying partyas provided in this Agreement, or if fails to diligently prosecute the defense of such diligent good faith defense is not being or ceases to be conductedThird Party Claim, the indemnified party shallmay, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified partysubject to Section 10.3(b), pay, compromise, defend such Third Party Claim and shall have the right seek indemnification for any and all Losses based upon, arising from or relating to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defenseThird Party Claim.

Third Party Claims. With respect In the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party, the indemnified persons shall give notice thereof to third party claims, if within twenty (20) days after receiving the notice described in clause (a) above the indemnifying party gives (i) written notice not later than 20 business days prior to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance time any response to the indemnified party that such asserted claim will be promptly paid in full if is required, then counsel for if possible, and in any event within 15 days following the defense shall be selected by the indemnifying party (subject to the consent of the date such indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expenseperson has actual knowledge thereof; provided, however, that the assumption omission by such indemnified party to give notice as provided therein shall not relieve the indemnifying party of its indemnification obligation under this Section 7 except to the extent that such indemnifying party is materially damaged as a result of such failure to give notice. In the event of any such claim for indemnification resulting from or in connection with a claim or legal proceeding by a third party, the indemnifying party may, at its sole cost and expense, assume the defense thereof; provided, however, that counsel for the indemnifying party, who shall conduct the defense of such claim or legal proceeding, shall be reasonably satisfactory to the indemnified party; and provided, further, that if the defendants in any such actions include both the indemnified persons and the indemnifying party and the indemnified persons shall have reasonably concluded based on a written option of counsel that there may be legal defenses or rights available to them which have not been waived and are in actual or potential conflict with those available to the indemnifying party, the indemnified persons shall have the right to select one law firm reasonably acceptable to the indemnifying party to act as separate counsel, on behalf of such indemnified persons, at the expense of the indemnifying party. Unless the indemnified persons are represented by separate counsel pursuant to the second proviso of the immediately preceding sentence, if an indemnifying party assumes the defense of any such matters by the claim of legal proceeding, such indemnifying party shall relate solely not consent to the claimentry of any judgment, liability or expense enter into any settlement, that (a) is subject or potentially not subject to indemnification. The indemnifying party shall have the right, indemnification in accordance with the provisions of this Section 7, (b) provides for injunctive or other nonmonetary relief affecting the indemnified persons or (c) does not include as an unconditional term thereof the giving by each claimant or plaintiff to such indemnified persons of an unconditional release from all liability with respect to such claim or legal proceeding, without the prior written consent of the indemnified person (which consent, in the case of clauses (b) and (c), shall not be unreasonably withheld); and provided, further, that unless the indemnified persons are represented by separate counsel pursuant to the second proviso of the immediately preceding sentence, the indemnified persons may, at their own expense, participate in any such proceeding with the counsel of their choice without any right of control thereof. So long as the indemnifying party is in good faith defending such claim or proceeding, the indemnified persons shall not compromise or settle such claim or proceeding without the prior written consent of the indemnifying party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided . If the indemnifying parties' obligation party does not assume the defense of any such claim or litigation in accordance with the terms hereof, the indemnified persons may defend against such claim or litigation in such manner as they may deem appropriate, including, without limitation, settling such claim or litigation (after giving prior written notice of the same to the indemnifying party) on such terms as the indemnified persons may deem appropriate, and the indemnifying party will promptly indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult persons in accordance with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation provisions of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defenseSection 7.

Third Party Claims. With respect to If a claim by a third party claimsis made against an indemnified party and if such indemnified party intends to seek indemnity with respect thereto under this Section, if such indemnified party shall promptly notify the indemnifying party in writing of such claims setting forth such claims in reasonable detail; provided, however, the foregoing notwithstanding, the failure of any indemnified party to give any notice required to be given hereunder shall not affect such indemnified party's right to indemnification hereunder except to the extent the indemnifying party from whom such indemnity is sought shall have been prejudiced in its ability to defend the claim or action for which such indemnification is sought by reason of such failure. The indemnifying party shall have twenty (20) days after receipt of such notice to undertake, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and the indemnified party shall cooperate with it in connection therewith; provided, however, that the indemnified party may participate in such settlement or defense through counsel chosen by such indemnified party, provided that the fees and expenses of such counsel shall be borne by such indemnified party. The indemnified party shall not pay or settle any claim which the indemnifying party is contesting. Notwithstanding the foregoing, the indemnified party shall have the right to pay or settle any such claim, provided that in such event it shall waive any right to indemnity therefor by the indemnifying party. If the indemnifying party does not notify the indemnified party within twenty (20) days after receiving the notice described in clause (a) above the indemnifying party gives (i) written notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent receipt of the indemnified party, which consent shall not be unreasonably withheld, 's notice of a claim of indemnity hereunder that it elects to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided undertake the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stateddefense thereof, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly contest, settle or through counsel; provided, however, if compromise the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party claim but shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the thereby waive any right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defenseindemnity therefor pursuant to this Agreement.

Third Party Claims. With respect to third party claims, if within twenty (20) ------------------ 20 days after receiving the notice described in clause (a) above Claim Notice the indemnifying party gives (i) written notice (the "Defense Notice") to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes -------------- and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if requiredexpense, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall at all times control the conduct of the defense, provided that the indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend Defense Notice is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With respect to third party claims, if within twenty thirty (2030) days after receiving the notice described in clause (a) above Claim Notice the indemnifying party gives (i) written notice (the “Defense Notice”) to the indemnified party stating that (Ai) it would may be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (Bii) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if requiredexpense, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability claim or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheldwithheld or delayed, to settle all indemnifiable identifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' ’ obligation to indemnify the indemnified party therefor therefore will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend Defense Notice is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conductedconducted by the indemnifying party, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With respect to third Promptly after receipt by an indemnified party claimsunder this Section 8 of notice of any claim or the commencement of any action (including any governmental action), such indemnified party will, if within twenty (20) days after receiving the notice described a claim in clause (a) above respect thereof is to be made against any indemnifying party under this Section 8, deliver to the indemnifying party gives (i) a written notice of the claim or action and the indemnifying party will have the right to participate in, and, to the extent the indemnifying party so desires and promptly notifies the indemnified party in writing of such desire, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expenseparty; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the an indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times only have the right to fully participate in such defense at retain its own expense directly or through counsel; provided, howeverwith the fees, if the named parties disbursements and other charges to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no , if (i) representation of such notice indemnified party by the counsel retained by the indemnifying party would be inappropriate (based on the reasonable advice of intent counsel to dispute the indemnified party) due to actual or potential differing interests between such indemnified party and defend any other party represented by such counsel in such proceeding (provided that if such other party is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake party will not have the right to direct the defense of (with counsel selected by such action on the part of the indemnified party), and shall have (ii) the right indemnified party has reasonably concluded (based on the reasonable advice of counsel) that there may be legal defenses available to compromise it or settle (exercising reasonable business judgment), such claim, liability other indemnified parties that are different from or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by in addition to those available to the indemnifying party, then (iii) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party shall make available all information and assistance that within a reasonable time after receiving notice of the claim or commencement of the action or (iv) the employment of counsel at the indemnifying party's expense by the indemnified party has been authorized in writing by the indemnifying party may reasonably request specifying that it will pay for such counsel. If, and shall cooperate with only to the extent that, the failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action results in the forfeiture of substantive rights or defenses of the indemnifying party in such defenseaction, such failure will relieve such indemnifying party of liability to the indemnified party under this Section 8, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 8.

Third Party Claims. With respect to If a claim by a third party claimsis made against any party or parties hereto and the party or parties against whom said claim is made intends to seek indemnification with respect thereto under sections 4.1 or 4.2, if within twenty (20) days after receiving the notice described in clause (a) above party or parties seeking such indemnification shall promptly notify the indemnifying party gives or parties, in writing, of such claim; provided, however, that the failure to give such notice shall not affect the rights of the indemnified party or parties hereunder except to the extent that such failure materially and adversely affects the indemnifying party or parties due to the inability to timely defend such action. The indemnifying party or parties shall have ten (i10) business days after said notice is given to elect, by written notice given to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount or parties, to undertake, conduct and control, through counsel of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its -26- their own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party choosing (subject to the consent of the indemnified party which or parties, such consent shall not to be unreasonably withheld) and at their sole risk and expense, the good faith settlement or defense of such claim, and the indemnified party or parties shall not be required to make any payment cooperate with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expenseparties in connection therewith; provided, however, that : (a) all settlements require the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, prior reasonable consultation with the indemnified party and the prior written consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify and (b) the indemnified party therefor will or parties shall be fully satisfied. The indemnifying party shall keep entitled to participate in such settlement or defense through counsel chosen by the indemnified party apprised or parties, provided that the fees and expenses of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, such counsel shall furnish be borne by the indemnified party with all documents and information that or parties. So long as the indemnified indemnifying party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein statedor parties are contesting any such claim in good faith, the indemnified party or parties shall at all times have the right to fully participate in not pay or settle any such defense at its own expense directly or through counselclaim; provided, however, that notwithstanding the foregoing, the indemnified party or parties shall have the right to pay or settle any such claim at any time, provided that in such event they shall waive any right of indemnification therefor by the indemnifying party or parties. If the indemnifying party or parties do not make a timely election to undertake the good faith defense or settlement of the claim as aforesaid, or if the named indemnifying parties fail to proceed with the action good faith defense or proceeding include both settlement of the matter after making such election, then, in either such event, the indemnified party or parties shall have the right to contest, settle or compromise (provided that all settlements or compromises require the prior reasonable consultation with the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense prior written consent of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and which consent shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by unreasonably withheld) the claim at their exclusive discretion, at the risk and expense of the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defenseparties.

Third Party Claims. With If any claim or demand is asserted against the indemnified party by a third party with respect to third any matter under the indemnities set forth in Sections 9.2(a) or (b) (a "Third Party Claim"), the indemnified party claimsshall promptly give written notice and details thereof, if within twenty (20) including copies of all pleadings and the pertinent documents, to the indemnifying party, but the indemnifying party's obligations shall not be affected by the failure to give such notice except to the extent that it was materially prejudiced by such failure to give notice. Within thirty days after receiving the notice described in clause (a) above of receipt of such notice, the indemnifying party gives shall (i) written notice pay the Third Party Claim either in full or upon compromise agreed to by the indemnified party stating or (ii) notify the indemnified party that (A) it would be liable under the provisions hereof for indemnity in indemnifying party disputes the amount of such claim if such claim were successful and (B) that it disputes Third Party Claim and intends to defend against it, and so defend and pay any adverse final judgment or award or settlement amount in regard to such third party claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the . Such defense shall be selected controlled by the indemnifying party (subject to party, and the consent cost of the indemnified party which consent such defense shall not be unreasonably withheld) and borne by it, except that the indemnified party shall not be required have the right to make any payment with respect to participate in such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, and in such event counsel selected by the indemnified party shall be required to cooperate with such counsel of the indemnifying party in such defense. The indemnified party agrees that it will cooperate in all reasonable respects in the assumption of defense of any such matters by claim or demand, including making personnel, books, and records relevant to the claim available to the indemnifying party shall relate solely to the claimparty, liability or expense that is subject or potentially subject to indemnificationwithout charge, except for reimbursement of reasonable out-of-pocket expenses. The indemnifying party shall have the right, with right to settle or compromise any Third Party Claim of which it has assumed the defense only upon the receipt of written consent of to such settlement or compromise from the indemnified party, which consent shall not be unreasonably withheld. If any indemnified party unreasonably withholds consent pursuant to a settlement or compromise of a Third Party Claim of which the sole relief provided is monetary damages only, to settle all indemnifiable matters related to claims by third parties and such Third Party Claim is subsequently resolved or adjudicated for an amount of consideration which are susceptible to being settled provided exceeds the amount of the consideration contained in such settlement or compromise, the indemnifying parties' party's obligation with respect to indemnify such Third Party Claim shall not exceed the amount of the consideration contained in such settlement or compromise. The indemnified party may, in its sole discretion, withhold its consent to a settlement or compromise (i) if there is a finding or admission (A) of a violation of law by the indemnified party therefor will (which finding adversely affects the indemnified party), or (B) of a violation of the rights of any person which is not fully remedied by the payment to be fully satisfied. The made in settlement or (C) that would have a material adverse effect on any other claims that may be made against the indemnified party; (ii) if the sole relief provided is not monetary damages that are paid in full by the indemnifying party shall keep (if such non-monetary relief would adversely affect the indemnified party); or (iii) for any other reason which is reasonable under the circumstances. If the indemnifying party apprised of the status of the claimfails to take action within thirty days as set forth above, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that then the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate pay, compromise or defend any Third Party Claim and to assert the amount of any payment on the Third Party Claim plus the expense of defense or settlement as an indemnity claim. The indemnified party shall also have the right, exercisable in such defense at its own expense directly or through counsel; provided, however, if the named parties good faith and upon reasonable prior notice to the indemnifying party, to take such action or proceeding include both as may be necessary to avoid a default prior to the assumption of the defense of the Third Party Claim by the indemnifying party and the indemnified party and representation of both parties any expenses incurred by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party so acting shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With In order for a party (the "indemnified party") to be entitled to any indemnification provided for under this Agreement in respect to of, arising out of, or involving a claim or demand or written notice made by any third party claimsagainst the indemnified party (a "Third Party Claim") after the Closing Date, if within twenty (20) days after receiving the notice described in clause (a) above such indemnified party must notify the indemnifying party gives (ithe "indemnifying party") in writing of the Third Party Claim within 30 business days after receipt by such indemnified party of written notice of the Third Party Claim; provided that the failure of any indemnified party to give timely notice shall not affect his right of indemnification hereunder except to the extent the indemnifying party has actually been prejudiced or damaged thereby. If a Third Party Claim is made against an indemnified party, the indemnifying party stating that (A) shall be entitled, if it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends so chooses, to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for assume the defense shall be thereof with counsel selected by the indemnifying party (subject which counsel shall be reasonably satisfactory to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as party). If the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that assumes the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stateda Third Party Claim, the indemnified party shall at will cooperate in all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both reasonable respects with the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no in connection with such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party)defense, and shall have the right to compromise or settle (exercising reasonable business judgment)participate in such defense with counsel selected by it. The fees and disbursements of such counsel, such claimhowever, liability or expense. If such claim, liability or shall be at the expense is one that by its nature cannot be defended solely by the indemnifying party, then of the indemnified party shall make available all information and assistance that party; provided, however, that, in the case of any Third Party Claim of which the indemnifying party may reasonably request has not employed counsel to assume the defense, the fees and disbursements of such counsel shall cooperate with be at the expense of the indemnifying party in such defenseperson.

Third Party Claims. With respect Subject to the limitations on indemnification set forth in Section 9.1 and 9.6 in the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party, the indemnified persons shall give such notice thereof to the indemnifying party claims, if within not later than twenty (20) days after receiving the notice described in clause (a) above the indemnifying party gives (i) written notice prior to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance time any response to the indemnified party that such asserted claim will be promptly paid in full if is required, then counsel for if possible, and in any event within fifteen (15) days following the defense shall be selected by the indemnifying party (subject to the consent of the date such indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expenseperson has actual knowledge thereof; provided, however, that the assumption omission by such indemnified party to give notice as provided herein shall relieve the indemnifying party of its indemnification obligation under this Article IX only if such omission 60 70 results in a failure of actual notice to the indemnifying party and then only to the extent that such indemnifying party is materially damaged as a result of such failure to give notice. In the event of any such claim for indemnification resulting from or in connection with a claim or legal proceeding by a third party, the indemnifying party may, at its sole cost and expense, assume the defense thereof; provided, however, that counsel for the indemnifying party, who shall conduct the defense of such claim or legal proceeding, shall be reasonably satisfactory to the indemnified party; and provided, further, that if the defendants in any such actions include both the indemnified persons and the indemnifying party and the indemnified persons shall have reasonably concluded that there may be legal defenses or rights available to them which have not been waived and are in actual or potential conflict with those available to the indemnifying party, the indemnified persons shall have the right to select one law firm reasonably acceptable to the indemnifying party to act as separate counsel, on behalf of such indemnified persons, at the expense of the indemnifying party. Subject to the second proviso of the immediately preceding sentence, if an indemnifying party assumes the defense of any such matters by the claim or legal proceeding, such indemnifying party shall relate solely not consent to the claimentry of any judgment, liability or expense enter into any settlement, that (a) is subject or potentially not subject to indemnification. The indemnifying party shall have full indemnification hereunder, (b) provides for injunctive or other non-monetary relief affecting the rightindemnified persons or (c) does not include as an unconditional term thereof the giving by each claimant or plaintiff to such indemnified persons of a release from all liability with respect to such claim or legal proceeding, with without the prior written consent of the indemnified persons (which consent, in the case of clauses (b) and (c), shall not be unreasonably withheld); provided, however, that subject to the second proviso of the immediately preceding sentence, the indemnified persons may, at their own expense, participate in any such proceeding with the counsel of their choice without any right of control thereof. So long as the indemnifying party is in good faith defending such claim or proceeding, the indemnified persons shall not compromise or settle such claim or proceeding without the prior written consent of the indemnifying party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided . If the indemnifying parties' obligation to indemnify party does not assume the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised defense of the status of the claim, liability any such claim or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult litigation in accordance with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein statedterms hereof, the indemnified party shall at all times have the right to fully participate persons may defend against such claim or litigation in such defense at its own expense directly manner as they may deem appropriate, including, without limitation, settling such claim or through counsel; provided, however, if litigation (after giving prior written notice of the named parties same to the action or proceeding include both the indemnifying party and obtaining the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense prior written consent of the indemnifying party, undertake the defense of (with counsel selected by which consent shall not be unreasonably withheld) on such terms as the indemnified party)persons may deem appropriate, and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate will promptly indemnify the 61 71 indemnified persons in accordance with the indemnifying party in such defenseprovisions of this Section 9.4.

Third Party Claims. With respect If any third Person asserts any claim against any indemnified party (the "INDEMNIFIED PARTY") for which indemnification is sought pursuant to third this Agreement, such indemnified Party shall provide the party claims, if within twenty from whom indemnification is being sought (20the "INDEMNIFYING PARTY") days after receiving the notice described in clause (a) above the indemnifying party gives (i) with prompt written notice of the existence of such claim, demand or other matter to which Indemnifying Party's obligations would apply and afford the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity Indemnifying Party a reasonable opportunity to participate in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend defense against such claim, liability and if Indemnifying Party admits to being obligated under any such claim, the Indemnifying Party may assume the defense against such claim, in the name of any or expense all of the Indemnifying Parties, at its own cost and the Indemnifying Party's expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then with counsel for the defense shall be selected by the indemnifying party (subject Indemnifying Party and reasonably satisfactory to the consent of the indemnified party which consent Indemnified Party. The failure to give prompt written notice shall not be unreasonably withheld) affect any Indemnifying Party`s ability to seek reimbursement unless such failure has materially and adversely affected Indemnifying Party's ability to defend successfully a claim. The Indemnified Party shall have the indemnified party shall not be required right to make participate in the defense against any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith claim through counsel of its own choice and diligent defense at its own expense; provided, however, that the assumption Indemnifying Party shall bear the expense of one counsel for the Indemnified Party if (i) the Indemnifying Party shall not have promptly assumed the defense against such claim or (ii) such claim involves litigation with a third Person in connection with which, in the reasonable opinion of counsel for the Indemnified Party, it could constitute a conflict of interest for counsel selected by the Indemnifying Party to represent such Indemnified Party in such litigation. In connection with any such claim, the Indemnified Party agrees to cooperate with the Indemnifying Party and to make all relevant books, records and documents in its possession available to the Indemnifying Party or its duly authorized representatives for inspection and copying. Nothing contained in this SECTION 8.6 shall be construed to limit the rights of any parties to discovery in any proceeding under the procedural rules relevant to such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnificationproceeding. The indemnifying party shall have Indemnified Party may not settle or otherwise compromise a claim for which indemnity is being sought under this Agreement without the right, with the prior written consent of the indemnified partyIndemnifying Party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully Indemnifying Party may participate in such any defense at or settlement of any third party claim controlled by the Indemnified Party pursuant to this SECTION 8.6 and will bear its own expense directly or through counselcosts and expenses with respect to such participation; provided, however, if the named parties Indemnified Party shall not enter into any settlement with respect to such third party claim without the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense prior written consent of the indemnifying party, undertake the defense of Indemnifying Party (with counsel selected by the indemnified party), and which consent shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defenseunreasonably withheld.)

Third Party Claims. With Should any claim be made by a person not a party to this Agreement with respect to third party claimsany matter to which the indemnity under this Section 12 relates, if within twenty (20) days after receiving the notice described in clause (a) above the indemnifying party gives (i) written notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as promptly give the indemnifying party is conducting a good faith and diligent defense at its own expense; providedwritten notice, howeverin reasonable detail, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the rightright to participate in, with the consent of or by giving written notice to the indemnified party, to assume the defense or settle any such claim, at its sole expense, on its own behalf and with counsel of its own choosing, which counsel shall be reasonably satisfactory to the indemnified party. In such defense or settlement of any claim, the indemnified party shall cooperate with and assist the indemnifying party to the extent reasonably possible and may participate therein with its own counsel at its own expense, and the indemnified party’s written consent shall be a requirement to any settlement and disposition thereof, which consent shall not be unreasonably withheld. Failure to give notice within a reasonable period of time shall not constitute a defense, in whole or in part, to settle all indemnifiable matters related to claims any claim for indemnification by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep party, except only to the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information extent that such failure by the indemnified party shall reasonably request and shall consult with result in a material prejudice to the indemnified party prior to acting on major matters, including settlement discussionsindemnifying party. Notwithstanding anything herein statedthe foregoing, the indemnified party may, after not less than thirty (30) days written notice to the indemnifying party, make settlement of such claim, and such settlement shall at be binding on all times have the right to fully participate in such defense at its own expense directly or through counselparties for purposes of this Section 12; provided, however, that if the named parties to the action or proceeding include both within said 30-day period the indemnifying party and shall have requested that the indemnified party not settle such claim and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no to deny such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, claim at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance comply with such request provided that (i) the indemnifying party may reasonably request shall diligently defend such claim as provided above, and shall cooperate with (ii) in the indemnifying party in such defenseindemnified party’s reasonable judgment failure to settle the same will not have a material adverse effect on the indemnified party.

Third Party Claims. With respect to third party claims, if within twenty (20) 20 days after receiving the notice described in clause (a) above Claim Notice the indemnifying party gives (i) written notice (the "Defense Notice") to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if requiredexpense, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall at all times control the conduct of the defense, provided that the indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend Defense Notice is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party, including local counsel), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With respect to In the event of a third party claimsclaim giving rise to indemnification hereunder, if within twenty the indemnifying party shall have thirty (2030) days after receiving receipt of the notice described referred to in clause (a) above Section 4.4 to notify the indemnified persons that it elects to conduct and control such action or suit with counsel reasonably satisfactory to the indemnified persons. If the indemnifying party gives (i) written notice to does not give the foregoing notice, the indemnified party stating that (A) it would be liable under persons shall have the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends right to defend against and contest such claim, liability action or expense at its own cost and expense and (ii) provides reasonable assurance to suit in any manner the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expensepersons reasonably deem appropriate; provided, however, that the assumption of defense indemnified persons shall not consent to the entry of any judgment or to any settlement of such matters by claim without the prior written consent of the indemnifying party, not to be unreasonably withheld or delayed. If the indemnifying party shall relate solely to gives the claimforegoing notice, liability or expense that is subject or potentially subject to indemnification. The the indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at undertake, conduct, and control, through counsel of its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party choosing and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the sole expense of the indemnifying party, undertake the defense conduct and settlement of (with counsel selected by such action or suit, and the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and persons shall cooperate with the indemnifying party in connection therewith; provided that (w) the indemnifying party shall not settle or compromise any such defenseaction or suit without the indemnified persons' prior written consent (not to be unreasonably withheld or delayed), unless the terms of such settlement or compromise release the indemnified persons from any and all liability with respect to such action or suit at no cost to the indemnified persons, (x) the indemnifying party shall not thereby permit to exist any Lien upon any asset of any indemnified person or permit the issuance of an injunction or other equitable relief against the indemnified persons, (y) the indemnifying party shall permit the indemnified persons to participate in such conduct or settlement through one counsel chosen by the indemnified persons, and the fees and expenses of such counsel shall be borne by the indemnified persons (unless the named parties to any such action or suit include one or more indemnified persons who have been advised by counsel that there may be a conflict of interest between the indemnifying party and such indemnified person or persons; in which case the reasonable fees and expenses of one counsel for the indemnified person or persons will be borne by the indemnifying party), and (z) the indemnifying party shall agree promptly to reimburse to the extent required under this Article 4 the indemnified persons for the full amount of any Loss resulting from such action or suit and all related Expense incurred by the indemnified persons, except fees and expenses of counsel for the indemnified persons incurred after the assumption of the conduct and control of such action or suit by the indemnifying party (unless the named parties to any such action or suit include one or more indemnified persons who have been advised by counsel that there may be a conflict of interest between the indemnifying party and such indemnified person or persons; in which case the reasonable fees and expenses of one counsel for the indemnified person or persons will be borne by the indemnifying party). So long as the indemnifying party is contesting any such action or suit in good faith, the indemnified persons shall not pay or settle any such action or suit. Notwithstanding the foregoing, the indemnified persons shall have the right to pay or settle any such action or suit, provided that in such event the indemnified persons shall waive the right to indemnity therefor by the indemnifying party, and no amount in respect thereof shall be claimed as Loss or Expense under this Article 4.

Third Party Claims. With respect In connection with any claim giving rise to third indemnify hereunder that results or may result from or arises or may arise out of any claim or legal proceeding by a person who is not a party claimsto this Agreement, if within twenty (20) days after receiving the notice described in clause (a) above the indemnifying party gives (i) at its sole cost and expense may, upon written notice to the indemnified party stating that (A) it would be liable under party, assume the provisions hereof for indemnity in the amount defense of any such claim if such or legal proceeding if, within fifteen (15) days of receipt of notice of the claim were successful or proceeding, it elects in writing to do so, and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance thereafter diligently conducts the defense thereof with counsel reasonably acceptable to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by party. If the indemnifying party (subject to has so assumed the consent defense of the indemnified party which consent shall not be unreasonably withheld) and any such claim or legal proceeding the indemnified party shall be entitled to participate in (but not be required to make control) the defense of any payment such action, with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith its counsel and diligent defense at its own expense; provided, however, that . If the assumption of indemnifying party does not assume or falls to conduct in a diligent manner the defense of any such matters by claim or litigation resulting therefrom with counsel reasonably acceptable to the indemnified party, then (in) the indemnified party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the indemnifying party, on such terms as the indemnified party may deem appropriate, (ii) the indemnifying party shall relate solely pay the costs and expenses (including the reasonable fees and cost of the attorneys and accountants for the indemnified parties) incurred in the defense of such claim or other proceeding as and when the same are incurred, and (iii) the indemnifying party shall be entitled to participate in (but not control) the claimdefense of such claim or proceeding, liability with its counsel and at its own expense. If the indemnifying party thereafter seeks to question the manner in which the indemnified party defended such third-party claim or expense that is subject proceeding or potentially subject to indemnification. The the amount or nature of any such settlement, the indemnifying party shall have the rightburden to prove, with the consent by a preponderance of the indemnified partyevidence, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall did not defend or settle such third-party claim or proceeding in a reasonably request and shall consult prudent manner. Each party agrees to cooperate fully with the indemnified party prior other, such cooperation to acting on major mattersinclude, including settlement discussions. Notwithstanding anything herein statedwithout limitation, the indemnified party shall attendance at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party depositions and the indemnified party and representation provision of both parties by the same counsel would relevant documents as may be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid reasonably requested by the indemnifying party. If no such notice of intent to dispute and defend is given by ; provided that the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, party will hold the indemnified party shallharmless from all of its expenses, at the expense of the indemnifying partyincluding reasonable and actual attorneys' fees, undertake the defense of (as and when incurred in connection with counsel selected such cooperation by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With respect to third a claim for indemnification arising from a claim asserted by any persons or entities (other than Buyer or Seller directly under the Agreement) against either party claims("Third Party Claims"), if within twenty (20) days after receiving the notice described in clause (a) above the indemnifying party gives (i) written notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnified party shall reasonably cooperate with the indemnifying party and its counsel in the defense of such claim and shall not make any admission or take any actions which impair, hinder or obstruct the ability to defend against a Third Party Claim or which admit, concede or settle the claim without the consent of the indemnifying party. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request (except for documents protected by the attorney/client or work product privileges) and shall consult with the indemnified party prior to acting on major matters, including settlement discussions, however only to the extent such actions may impose restrictions, obligations or liability upon the indemnified party. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counselcounsel (with the cost of such participation not constituting an indemnifiable claim hereunder) provided such participation does not impair, hinder, interfere with or obstruct the indemnifying party's defenses and settlement of any claims and ; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to reasonably compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With respect If the claim specified in the claim ------------------ notice relates to third a third-party claimsclaim, if within twenty (20) the indemnifying person shall have 15 days after receiving its receipt of the claim notice described in clause (a) above to notify the indemnified person whether the indemnifying party gives (i) written notice person agrees that the claim is subject to indemnification pursuant to this Section 12 and whether the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends indemnifying person elects to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified third-party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided. If the claim relates to a third-party claim that the indemnifying person elects to defend, the indemnifying person shall control the defense or settlement of the claim and the indemnified person shall not consent to the entry of any judgment or settle the claim and shall reasonably cooperate with such defense or settlement. The indemnified person shall, however, be entitled to participate in the defense or settlement of such a third-party claim through its own counsel and at its own expense and shall be entitled to approve or disapprove any proposed settlement that would impose a duty or obligation on the assumption of defense of any such matters by indemnified person. If the indemnifying person does not timely elect to defend a third-party shall relate solely to the claim, liability does not provide reasonable evidence of its financial capacity to defend the claim diligently, or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided if the indemnifying parties' obligation person fails to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party conduct such defense with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein statedreasonable diligence, the indemnified party shall at all times have may conduct the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying partyof, or if settle, such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, claim at the risk and expense of the indemnifying partyperson. If the indemnifying person does not timely elect to defend a third-party claim, undertake it can later assume the defense of such claim. In such event, the indemnifying person will reimburse the indemnified person for all costs and expenses of defense (with counsel selected including attorneys' fees) incurred by the indemnified party), and shall have person to defend the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense claim through the date the defense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defenseassumed.

Third Party Claims. With respect to third third-party claims, if within twenty thirty (2030) days after receiving the notice described in clause (a) above Claim Notice the indemnifying party gives (i) written notice (the “Defense Notice”) to the indemnified party stating that (Ai) it would may be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (Bii) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if requiredexpense, then counsel (which, in any matter which relates to Taxes, may include an accounting firm) for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the rightright to settle all identifiable matters related to claims by third parties which are susceptible to being settled, with provided the indemnifying parties’ obligation to indemnify the indemnified party therefore will be fully satisfied; provided, however, that the indemnifying party shall not settle any matter which (a) relates to Taxes and may reasonably be expected to have an adverse effect on any Tax liability of the indemnified party without the consent of the indemnified party, which consent shall not be unreasonably delayed or withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify or (b) provides for any non-monetary relief binding on the indemnified party therefor will without the consent of the indemnified party, which consent shall not be fully satisfiedunreasonably delayed or withheld. The indemnified party shall furnish the indemnifying party with all information in its possession with respect to the third-party claim and shall otherwise cooperate with the indemnifying party in the defense of the third-party claim. The indemnifying party shall keep the indemnified party reasonably apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including regarding negotiation and settlement discussionsof the claim. Notwithstanding anything herein stated, except in the case of any matter which relates to Taxes, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend Defense Notice is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With respect to If a claim by a third party claimsis made against any Party or Parties hereto and the Party or Parties against whom said claim is made intends to seek indemnification with respect thereto under Section s 10.01 or 10.02, if within twenty (20) days after receiving the notice described in clause (a) above Party or Parties seeking such indemnification shall promptly notify the indemnifying party gives or parties, in writing, of such claim; provided, however, that the failure to give such notice shall not affect the rights of the indemnified party or parties hereunder except to the extent that such failure materially and adversely affects the indemnifying party or parties due to the inability to timely defend such action. The indemnifying party or parties shall have ten (i10) Business Days after said notice is given to elect, by written notice given to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount or parties, to undertake, conduct and control, through counsel of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its their own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party choosing (subject to the consent of the indemnified party which or parties, such consent shall not to be unreasonably withheld) and at their sole risk and expense, the good faith settlement or defense of such claim, and the indemnified party or parties shall not be required to make any payment cooperate with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expenseparties in connection therewith; provided, however, that : (a) all settlements require the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, prior reasonable consultation with the indemnified party and the prior written consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify and (b) the indemnified party therefor will or parties shall be fully satisfied. The indemnifying party shall keep entitled to participate in such settlement or defense through counsel chosen by the indemnified party apprised or parties, provided that the fees and expenses of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, such counsel shall furnish be borne by the indemnified party with all documents and information that or parties. So long as the indemnified indemnifying party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein statedor parties are contesting any such claim in good faith, the indemnified party or parties shall at all times have the right to fully participate in not pay or settle any such defense at its own expense directly or through counselclaim; provided, however, that notwithstanding the foregoing, the indemnified party or parties shall have the right to pay or settle any such claim at any time, provided that in such event they shall waive any right of indemnification therefor by the indemnifying party or parties. If the indemnifying party or parties do not make a timely election to undertake the good faith defense or settlement of the claim as aforesaid, or if the named indemnifying parties fail to proceed with the action good faith defense or proceeding include both settlement of the matter after making such election, then, in either such event, the indemnified party or parties shall have the right to contest, settle or compromise (provided that all settlements or compromises require the prior reasonable consultation with the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense prior written consent of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and which consent shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by unreasonably withheld) the claim at their exclusive discretion, at the risk and expense of the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defenseparties.

Third Party Claims. With respect Promptly upon receipt by an indemnified party of notice of the commencement of any claim or action for which indemnification is to third be sought pursuant to said Section 10.2 or 10.3, such indemnified party claims, if within twenty (20) days after receiving the notice described in clause (a) above shall notify the indemnifying party gives (i) in writing of the commencement thereof; provided, that the failure to notify the indemnifying party shall relieve the indemnifying party from liability under said Section 10.2 or 10.3 only to the extent that the indemnifying party was prejudiced materially as a result thereof. If any such claim or action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and may elect, by written notice delivered to the indemnified party stating promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel approved by the indemnified party; provided, that if the defendants in any such action include both the indemnified party and the indemnifying party and either (Ai) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claimindemnifying party agrees, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by representation of both the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) or parties and the indemnified party shall not be required or parties by the same counsel is, in the reasonable opinion of counsel to make any payment with respect to such claim, liability or expense as long as the indemnifying party, inappropriate under applicable standards of professional conduct because of actual or potential conflicting interests between them, then the indemnified party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party parties shall have the right, with right to select separate counsel to assume such legal defense and to otherwise participate in the consent defense of the such action. In no event shall an indemnifying party be liable under this Article 10 for any settlement of any claim or action against an indemnified partyparty effected without its written consent, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With respect If any Action is filed against any party entitled to third party claimsthe benefit of indemnity hereunder, if within twenty (20) days after receiving the written notice described in clause (a) above thereof shall be given to the indemnifying party gives as promptly as practicable (iand in any event within fifteen (15) written calendar days after the service of the citation or summons). The failure of any indemnified party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the indemnified extent that the indemnifying party stating that (A) it would be liable under demonstrates actual damage caused by such failure. After such notice, if the provisions hereof for indemnity indemnifying party shall acknowledge in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance writing to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to be obligated under the claimterms of its indemnity hereunder in connection with Action, liability or expense that is subject or potentially subject to indemnification. The then the indemnifying party shall have be entitled, if it so elects, (i) to take control of the rightdefense and investigation of Action, with the consent (ii) to employ and engage attorneys of its own choice (which shall be reasonably acceptable to the indemnified party) to handle and defend the same, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided at the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claimparty's cost, liability or risk and expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if unless the named parties to the action or proceeding such Action include both the indemnifying party and the indemnified party and representation of both parties the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to the same counsel would be inappropriate under applicable standards of professional conductindemnifying party, the expense of separate counsel for in which case the indemnified party shall be paid by the indemnifying party. If no such notice of intent able to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, retain its own counsel at the reasonable expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right (iii) to compromise or settle (exercising reasonable business judgment)such Action, which compromise or settlement shall be made only with the written consent of the indemnified party, such claimconsent not to be unreasonably withheld; provided, liability however, if the remediation or expense. If resolution of any such claim, liability Action will occur on or expense at any Facility or is one that by its nature cannot be defended solely by the indemnifying party, then reasonably expected to have a Material Adverse Effect on the indemnified party shall make available all information and assistance that party's business operations, then, notwithstanding the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.foregoing, the

Third Party Claims. With respect to In the event that any legal proceeding shall be instituted, or any claim or demand shall be asserted, by any third party claimsin respect of which indemnity may be sought by Purchaser or the Company pursuant to the provisions of this Agreement, if within twenty (20) days the party seeking indemnification, with reasonable promptness after receiving the notice described in clause (a) above the indemnifying party gives (i) obtaining knowledge of such proceeding, claim or demand shall give written notice thereof to the indemnified other party, who shall then have the right, at its option and expense, to be represented by counsel of its choice in connection with such matter, which counsel shall be reasonably satisfactory to the party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful seeking indemnification, and (B) that it disputes and intends to defend against against, negotiate, settle or otherwise deal with any such claimproceeding, liability claim or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expensedemand; provided, however, that without the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the prior written consent of the indemnified partyparty seeking indemnification, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep not consent to the indemnified party apprised entry of the status any judgment in or agree to any settlement of the claim, liability or expense any such matters; and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information provided further that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major mattersseeking indemnification may retain 39 40 counsel, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly expense, to represent it and participate in connection with any such proceeding or through counsel; provided, however, if the named parties to the action claim or proceeding include both demand. Failure by the indemnifying party and to notify the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense seeking indemnification of the indemnifying party's election to defend any proceeding, undertake the defense of claim or demand with respect to which indemnity is sought within thirty (with counsel selected 30) days after notice thereof shall have been given by the indemnified party), and party seeking indemnification shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely deemed a waiver by the indemnifying partyparty of its right to defend against such matter. If the indemnifying party assumes defense of any such proceeding, then claim or demand, it shall take or cause to be taken all steps necessary in connection with such defense, and the indemnified party seeking indemnification shall make available in all information and assistance events be entitled to indemnity with respect to such matter, as provided in this Agreement. In the event that the indemnifying party does not elect to defend any proceeding, claim or demand with respect to which indemnity is sought, the party seeking indemnification may reasonably request defend against, settle or otherwise deal with any such proceeding, claim or demand in such matter as it may in its good faith discretion deem appropriate and shall cooperate with the indemnifying party in shall be liable for indemnification with respect to such matter, including without limitation the reasonable costs of such defense, as provided in this Agreement. In the event of any proceeding, claim or demand by a third party with respect to which a claim for indemnification is made hereunder, the parties hereto agree that they will cooperate fully with each other in connection with the defense or settlement of such matter.

Third Party Claims. With respect to If a claim by a third party claimsis made against any indemnified party, and if within twenty (20) days after receiving the notice described in clause (a) above indemnified party intends to seek indemnity with respect thereto under this Article, such indemnified party shall promptly notify the indemnifying party gives of such claim; provided, however, that failure to give timely notice shall not affect the rights of the indemnified party so long as the failure to give timely notice does not materially adversely affect the indemnifying party's ability to defend such claim against a third party. The indemnifying party shall be entitled to settle or assume the defense of such claim, including the employment of counsel satisfactory to the indemnified party, as provided below. Regardless of which party is controlling the settlement or defense of any claim, (i) written notice to both the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity and indemnifying party shall act in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claimgood faith, liability or expense at its own cost and expense and (ii) provides reasonable assurance the indemnifying party shall not thereby permit to exist any lien, encumbrance or other adverse charge upon any asset of any indemnified party or of its subsidiaries, (iii) the indemnifying party shall permit the indemnified party to participate in such settlement or defense through counsel chosen by the indemnified party, provided that all fees, costs and expenses of such claim will be promptly paid counsel in full if required, then counsel for the defense shall be selected an action controlled by the indemnifying party shall be borne by the indemnified party, unless the indemnifying party and indemnified party have different available defenses to such third party claim, in which case such fees, costs and expenses shall be borne by the indemnifying party, (subject iv) no entry of judgment or settlement of a claim may be agreed to without the written consent of both the indemnified party and the indemnifying party, which consent consents shall not be unreasonably withheld, and (v) and the indemnifying party shall agree promptly to reimburse the indemnified party shall not be required for the full amount of such claim pursuant to make any payment with respect to such claim, liability or expense as this Article. So long as the indemnifying party is conducting a reasonably contesting any such claim in good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein statedas permitted herein, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise pay or settle (exercising reasonable business judgment), any such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With If any claim, assertion ------------------ or proceeding by or in respect to of a third party claimsis made against an indemnified party or any event in respect of a third party occurs, and if within twenty (20) days after receiving the notice described indemnified party intends to seek indemnity with respect thereto under this Article V or to apply any damage or liability aris- ing therefrom to the $250,000 amount referred to in clause (a) above Section 5.05, the indemnified party shall promptly notify the indemnifying party gives (i) written notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if in writing. The indemnifying party shall have 30 days after receipt of such claim were successful notice to undertake, conduct and (B) that it disputes control, through counsel of its own choosing and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to expense, the indemnified party that such claim will be promptly paid in full if requiredsettlement or defense thereof, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall cooperate with it in connection therewith; provided, that, (a) the indemnifying party shall permit the indemnified party to participate in such settlement or defense through counsel chosen by the indemnified party; provided that the fees and expenses of such counsel shall be borne by the indemnified party, (b) the indemnifying party shall promptly reimburse the indemnified party for the full amount of any liability resulting from such claim and all related and reasonable expenses (other than the fees and expenses of counsel as aforesaid) incurred by the indemnified party within the limits of this Article V and subject to the $250,000 amount referred to in Section 5.05, (c) the indemnified party shall not, without the prior written consent of the indemnifying party, settle or compromise any claim or consent to the entry of any judgment which does not be required include as an unconditional term thereof the giving by the claimant or the plaintiff to make the indemnified party a full and final release from all liability in respect of such claim and (d) nothing herein shall require any payment with respect indemnified party to such claimconsent to the entry of any order, liability injunction or expense as consent decree affecting its ability to conduct its business operations after the date thereof. So long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of reasonably contesting any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein statedclaim in good faith, the indemnified party shall at all times not pay or settle any such claim. Notwithstanding the foregoing, the indemnified party shall have the right to fully participate pay or settle any such claim without the consent of the indemnifying party, provided that in such defense at its own expense directly or through counsel; provided, however, if the named parties event it shall waive any right to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid indemnity therefor by the indemnifying party. If no such the indemnifying party does not notify the indemnified party within 30 days after the receipt of the indemnified party's written notice of intent a claim of indemnity hereunder that it elects to dispute and defend is given by undertake the indemnifying party, or if such diligent good faith defense is not being or ceases to be conductedthereof, the indemnified party shallshall have the right to contest, settle or compromise the claim in the exercise of its reasonable judgment at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With respect to third party claims, if within twenty (20) days after receiving the notice described in clause (a) above the indemnifying party gives (i) written notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, right to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided settled; provided, however, that (i) the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied, and (ii) the indemnified party will be fully released from any liability or obligation with respect to such claim. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With respect If the claim specified in the claim notice ------------------ relates to third a third-party claimsclaim, if within twenty (20) the indemnifying person shall have 15 days after receiving its receipt of the claim notice described in clause (a) above to notify the indemnified person whether the indemnifying party gives (i) written notice person agrees that the claim is subject to indemnification pursuant to this Section 4 and whether the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends indemnifying person elects to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified third-party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided. If the claim relates to a third-party claim that the indemnifying person elects to defend, the indemnifying person shall control the defense or settlement of the claim and the indemnified person shall not consent to the entry of any judgement or settle the claim and shall reasonably cooperate with such defense or settlement. The indemnified person shall, however, be entitled to participate in the defense or settlement of such a third-party claim through its own counsel and at its own expense and shall be entitled to approve or disapprove any proposed settlement that would impose a duty or obligation on the assumption of defense of any such matters by indemnified person. If the indemnifying person does not timely elect to defend a third-party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided if the indemnifying parties' obligation person fails to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party conduct such defense with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein statedreasonable diligence, the indemnified party shall at all times have may conduct the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying partyof, or if settle, such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, claim at the risk and expense of the indemnifying partyperson. If the indemnifying person does not timely elect to defend a third-party claim, undertake it can later assume the defense of such claim. In such event, the indemnifying person will reimburse the indemnified person for all costs and expenses of defense (with counsel selected including attorneys" fees) incurred by the indemnified party), and shall have person to defend the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense claim through the date the defense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defenseassumed.

Third Party Claims. With respect to third Promptly after receipt of notice by an indemnified party claimsunder this Section VIII of any claim or the commencement of any action (including any governmental action), such indemnified party will, if within twenty (20) days after receiving the notice described a claim in clause (a) above respect thereof is to be made against any indemnifying party under this Section VIII, deliver to the indemnifying party gives (i) a written notice of the claim or action and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires and promptly notifies the indemnified party in writing of such desire, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel reasonably satisfactory to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expenseparty; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the an indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times only have the right to fully participate in such defense at retain its own expense directly or through counsel; provided, howeverwith the fees, if the named parties disbursements and other charges to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no , if (1) representation of such notice indemnified party by the counsel retained by the indemnifying party would be inappropriate (based on the reasonable advice of intent counsel to dispute the indemnified party) due to actual or potential differing interests between such indemnified party and defend any other party represented by such counsel in such proceeding (provided that if such other party is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake party shall not have the right to direct the defense of (with counsel selected by such action on the part of the indemnified party), and shall have (2) the right indemnified party has reasonably concluded (based on the reasonable advice of counsel) that there may be legal defenses available to compromise it or settle (exercising reasonable business judgment), such claim, liability other indemnified Parties that are different from or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by in addition to those available to the indemnifying party, then (3) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party shall make available all information and assistance that within a reasonable time after receiving notice of the claim or commencement of the action or (4) the employment of counsel at the indemnifying party’s expense by the indemnified party has been authorized in writing by the indemnifying party may reasonably request specifying that it will pay for such counsel. If, and shall cooperate with only to the extent that, the failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action results in the forfeiture of substantive rights or defenses of the indemnifying party in such defenseaction, such failure shall relieve such indemnifying party of liability to the indemnified party under this Section VIII, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section. NON-DISCLOSURE. Each Party acknowledges that there may be made available to it pursuant to this Agreement proprietary information of the other Party relating to the the other Party’s existing or proposed system, including but not limited to its customer lists, end-user identification, listings of sites and construction reports ("Confidential Information"). The Parties acknowledge that this Confidential Information has been developed at considerable effort and expense and represents special, unique and valuable proprietary assets of the developing Party, the value of which may be destroyed by unauthorized dissemination. Accordingly, each Partye covenants and agrees that, except as may be required for the performance of this Agreement, neither it nor any of its agents or affiliates shall disclose such Confidential Information to any third person, firm, corporation or other entity for any reason whatsoever, such undertaking to be enforceable by injunctive or other equitable relief to prevent any violation or threatened violation thereof. In addition, each Party acknowledges that the information concerning the operation of the other Party's existing or proposed system is a valuable and unique asset, and agrees that it will not divulge to any other licensee or to any competitor any information that is not public information concerning the other Party’s operations, revenues, trade secrets or management practices during the entire term of this Agreement.

Third Party Claims. With respect If any Action is filed against any party entitled to third party claimsthe benefit of indemnity hereunder, if within twenty (20) days after receiving the written notice described in clause (a) above thereof shall be given to the indemnifying party gives as promptly as practicable (iand in any event within fifteen (15) written calendar days after the service of the citation or summons). The failure of any indemnified party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the indemnified extent that the indemnifying party stating that (A) it would be liable under demonstrates actual damage caused by such failure. After such notice, if the provisions hereof for indemnity indemnifying party shall acknowledge in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance writing to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to be obligated under the claimterms of its indemnity hereunder in connection with such lawsuit or action, liability or expense that is subject or potentially subject to indemnification. The then the indemnifying party shall have be entitled, if it so elects, (i) to take control of the rightdefense and investigation of such lawsuit or action, with the consent (ii) to employ and engage lawyers of its own choice (which shall be reasonably acceptable to the indemnified party) to handle and defend the same, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided at the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claimparty's cost, liability or risk and expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if (unless the named parties to the action such Action or proceeding include both the indemnifying party and the indemnified party and representation of both parties the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to the same counsel would be inappropriate under applicable standards of professional conductindemnifying party, the expense of separate counsel for in which case the indemnified party shall be paid by the indemnifying party. If no such notice of intent able to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, retain its own counsel at the reasonable expense of the indemnifying party), undertake and (iii) to compromise or settle such Claim, which compromise or settlement shall be made only with the written consent of the indemnified party, such consent not to be unreasonably withheld; provided, however, if the remediation or resolution of any such Claim could adversely affect or interrupt the indemnified party's ongoing business operations, then, notwithstanding the foregoing, the indemnified party shall be entitled to control such remediation or resolution, including, without limitation, to take control of the defense and investigation of such lawsuit or action, to employ and engage lawyers of its own choice to handle and defend the same, at the indemnifying party's cost, risk and expense, and to compromise or settle such Claim. If the indemnifying party fails to assume the defense of such Claim within fifteen (with counsel selected by 15) calendar days after receipt of the Claim Notice, the indemnified party against which such Claim has been asserted will (upon delivering notice to such effect to the indemnifying party), and shall ) have the right to compromise or settle (exercising reasonable business judgment)undertake, such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by at the indemnifying party's cost and expense, then the defense, compromise or settlement of such Claim on behalf of and for the account and risk of the indemnifying party. In the event the indemnified party shall make available all information and assistance that assumes the defense of the Claim, the indemnified party will keep the indemnifying party may reasonably request informed of the progress of any such defense, compromise or settlement. The indemnifying party shall be liable for any settlement of any action effected pursuant to and shall cooperate in accordance with this Section 9.2.5 and for any final judgment (subject to any right of appeal), and the indemnifying party in agrees to indemnify and hold harmless an indemnified party from and against any Damages by reason of such defensesettlement or judgment.

Third Party Claims. With respect to If a claim by a third party claimsis made against any party or parties hereto and the party or parties against whom said claim is made intends to seek indemnification with respect thereto under Sections 11.1 or 11.2, if within twenty (20) days after receiving the notice described in clause (a) above party or parties seeking such indemnification shall promptly notify the indemnifying party gives or parties, in writing, of such claim; provided, however, that the failure to give such notice shall not affect the rights of the indemnified party or parties hereunder except to the extent that such failure materially and adversely affects the indemnifying party or parties due to the inability to timely defend such action. The indemnifying party or parties shall have ten (i10) business days after said notice is given to elect, by written notice given to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount or parties, to undertake, conduct and control, through counsel of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its their own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party choosing (subject to the consent of the indemnified party which or parties, such consent shall not to be unreasonably withheld) and at their sole risk and expense, the good faith settlement or defense of such claim, and the indemnified party or parties shall not be required to make any payment cooperate with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expenseparties in connection therewith; provided: (a) (i) all settlements require the prior reasonable consultation with the indemnified party, however, that and (ii) all settlements other than those involving only the assumption payment of defense of any such matters money by the indemnifying party shall relate solely to and the claimfull release by the claimants of all claims asserted against the indemnified party, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have require the right, with the prior written consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify and (b) the indemnified party therefor will or parties shall be fully satisfied. The indemnifying party shall keep entitled to participate in such settlement or defense through counsel chosen by the indemnified party apprised or parties, provided that the fees and expenses of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, such counsel shall furnish be borne by the indemnified party with all documents and information that or parties. So long as the indemnified indemnifying party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein statedor parties are contesting any such claim in good faith, the indemnified party or parties shall at all times have the right to fully participate in not pay or settle any such defense at its own expense directly or through counselclaim; provided, however, that notwithstanding the foregoing, the indemnified party or parties shall have the right to pay or settle any such claim at any time, provided that in such event they shall waive any right of indemnification therefor by the indemnifying party or parties. If the indemnifying party or parties do not make a timely election to undertake the good faith defense or settlement of the claim as aforesaid, or if the named indemnifying parties fail to proceed with the action good faith defense or proceeding include both settlement of the matter after making such election, then, in either such event, the indemnified party or parties shall have the right to contest, settle or compromise (provided that all settlements or compromises require the prior reasonable consultation with the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense prior written consent of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and which consent shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by unreasonably withheld) the claim at their exclusive discretion, at the risk and expense of the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defenseparties.

Third Party Claims. With respect to third party claims, if within twenty (20) days after receiving the notice described in clause (a) above Claim Notice the indemnifying party gives (i) written notice (the "Defense Notice") to the indemnified party stating that (Ai) it would may be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (Bii) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if requiredexpense, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable identifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify that such settlement include a complete release of the indemnified party therefor will be fully satisfiedparty. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend Defense Notice is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conductedconducted by the indemnifying party, the indemnified party shallmay, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment)settle, such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With respect to If a claim by a third party claimsis made against an indemnified party and if such indemnified party intends to seek indemnity with respect thereto under this Section, if such indemnified party shall promptly notify the indemnifying party in writing of such claims setting forth such claims in reasonable detail; provided, however, the foregoing notwithstanding the failure of any indemnified party to give any notice required to be given hereunder shall not affect such indemnified party's right to indemnification hereunder except to the extent the indemnifying party from whom such indemnity is sought shall have been prejudiced in its ability to defend the claim or action for which such indemnification is sought by reason of such failure. The indemnifying party shall have twenty (20) days after receipt of such notice to undertake, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and the indemnified party shall cooperate with it in connection therewith; provided, however, that the indemnified party may participate in such settlement or defense through counsel chosen by such indemnified party, provided that the fees and expenses of such counsel shall be borne by such indemnified party. The indemnified party shall not pay or settle any claim which the indemnifying party is contesting. Notwithstanding the foregoing, the indemnified party shall have the right to pay or settle any such claim, provided that in such event it shall waive any right to indemnity therefor by the indemnifying party. If the indemnifying party does not notify the indemnified party within twenty (20) days after receiving the notice described in clause (a) above the indemnifying party gives (i) written notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent receipt of the indemnified party, which consent shall not be unreasonably withheld, 's notice of a claim of indemnity hereunder that it elects to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided undertake the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stateddefense thereof, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly contest, settle or through counsel; provided, however, if compromise the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party claim but shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the thereby waive any right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defenseindemnity therefor pursuant to this Agreement.

Third Party Claims. With respect to In the event that Purchaser or Seller become involved in any third party claimsclaims which may result in indemnification claims hereunder, if within twenty (20) days after receiving such party shall promptly notify the notice described other party in clause (a) above writing and provide the indemnifying party gives (i) written notice to full details of the indemnified party stating that (A) it would be liable under filing and the provisions hereof for indemnity in the amount nature of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim. The other party may, liability or expense at its own cost option and expense and (ii) provides reasonable assurance expense, defend any such proceeding if the claim could give rise to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense an indemnification obligation hereunder. It shall be selected a necessary condition of any claim by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment indemnitee for indemnification with respect to such any third party claim, liability or expense as long as for such third party claim to be taken into account for purposes of the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, howeverdollar thresholds under Section 9.2, that such indemnitee notify the assumption of defense of any such matters by the indemnifying party shall relate solely indemnitor prior to the time when the indemnitor's ability to contest the third party claim would be materially impaired by lack of notice. If any party elects to defend any claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying such party shall have full control over the rightconduct of such proceeding, with although the consent of the party being indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), approve any settlement of any dispute giving rise to such claim, liability or expense. If provided that such claim, liability or expense is one that by its nature canapproval may not be defended solely withheld unreasonably by the indemnifying party, then the party being indemnified. The party being indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defenseclaim. If there is a material conflict of interest between the indemnitor and the indemnitee with respect to a third party claim, neither group shall be entitled to assume the defense thereof. In that event, the indemnitor and the indemnitee each shall be entitled to conduct their own respective investigations and defenses, but they shall cooperate to conduct such investigation and defense as efficiently as possible. If the indemnitor is required to indemnify the indemnitee with respect to such third party claim, it shall pay the reasonable attorneys' fees and expenses of one individual or firm representing the indemnitee. Purchaser and Seller shall make available to each other, their counsel and other representatives, all information and documents reasonably available to them which relate to any third party claim, and otherwise cooperate as may reasonably be required in connection with the investigation and defense thereof.

Third Party Claims. With respect to If a claim by a third party claimsis made against any party or parties hereto and the party or parties against whom said claim is made intends to seek indemnification with respect thereto under Subsections 5.1 or 5.2, if within twenty (20) days after receiving the notice described in clause (a) above party or parties seeking such indemnification shall promptly notify the indemnifying party gives or parties, in writing, of such claim; provided, however, that the failure to give such notice shall not affect the rights of the indemnified party or parties hereunder except to the extent that such failure materially and adversely affects the indemnifying party or parties due to the inability to timely defend such action. The indemnifying party or parties shall have ten (i10) business days after said notice is given to elect, by written notice given to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount or parties, to undertake, conduct and control, through counsel of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its their own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party choosing (subject to the consent of the indemnified party which or parties, such consent shall not to be unreasonably withheld) and at their sole risk and expense, the good faith settlement or defense of such claim, and the indemnified party or parties shall not be required to make any payment cooperate with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expenseparties in connection therewith; provided, however, that : (a) all settlements require the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, prior reasonable consultation with the indemnified party and the prior written consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify and (b) the indemnified party therefor will or parties shall be fully satisfied. The indemnifying party shall keep entitled to participate in such settlement or defense through counsel chosen by the indemnified party apprised or parties, provided that the fees and expenses of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, such counsel shall furnish be borne by the indemnified party with all documents and information that or parties. So long as the indemnified indemnifying party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein statedor parties are contesting any such claim in good faith, the indemnified party or parties shall at all times have the right to fully participate in not pay or settle any such defense at its own expense directly or through counselclaim; provided, however, that notwithstanding the foregoing, the indemnified party or parties shall have the right to pay or settle any such claim at any time, provided that in such event they shall waive any right of indemnification therefor by the indemnifying party or parties. If the indemnifying party or parties do not make a timely election to undertake the good faith defense or settlement of the claim as aforesaid, or if the named indemnifying parties fail to proceed with the action good faith defense or proceeding include both settlement of the matter after making such election, then, in either such event, the indemnified party or parties shall have the right to contest, settle or compromise (provided that all settlements or compromises require the prior reasonable consultation with the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense prior written consent of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and which consent shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by unreasonably withheld) the claim at their exclusive discretion, at the risk and expense of the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defenseparties.

Third Party Claims. With respect to third party claims, if within twenty (20) days after receiving In the notice described in clause (a) above event that any claim for which the an indemnifying party gives (i) written notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the an indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the hereunder is asserted against an indemnified party which consent shall not be unreasonably withheld) and by a third party, the indemnified party shall not be required to make any payment with respect to reasonable promptness notify the indemnifying party of such claim, liability specifying the nature of such claim and the amount or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of Table of Contents the final amount of such claim, liability or expense that is subject or potentially subject to indemnification) (the “Claim Notice”). The indemnifying party shall have thirty (30) days from the rightreceipt of the Claim Notice (the “Notice Period”) to notify the indemnified party (i) whether or not the indemnifying party disputes liability to the indemnified party hereunder with respect to such claim and (ii) if the indemnifying party does not dispute such liability, with whether or not the consent indemnifying party desires, at their sole cost and expense, to defend against such claim. In the event that the indemnifying party notifies the indemnified party within the Notice Period that the indemnifying party does not dispute its obligation to indemnify hereunder and desires to defend the indemnified party against such claim and, except as hereinafter provided, the indemnifying party shall have the right to defend by appropriate proceedings, which proceedings shall be promptly settled or prosecuted by the indemnifying party to a final conclusion; provided, that, unless the indemnified party otherwise agrees in writing, the indemnifying party may not settle any matter (in whole or in part) unless such settlement includes a complete and unconditional release of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify . If the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claimdesires to participate in, liability but not control, any such defense or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein statedsettlement, the indemnified party shall may do so at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both indemnified party’s sole cost and expense. If the indemnifying party and elects not to defend the indemnified party against such claim, whether by failure of the indemnifying party to give the indemnified party timely notice as provided above or otherwise, then the indemnified party, without waiving any rights against the indemnifying party, may settle or defend against any such claim in the indemnified party’s sole discretion and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by entitled to recover the indemnifying party. If no such notice amount of intent any settlement or judgment which, in the case of Buyer, Merger Sub and Buyer’s Affiliates, shall be from the Indemnification Escrow Account and subject to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified partylimitations set forth in Section 7.3(b), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With respect to If a claim by a third party claimsis made against any party or parties hereto and the party or parties against whom said claim is made intends to seek indemnification with respect thereto under Sections 11.1 or 11.2, if within twenty (20) days after receiving the notice described in clause (a) above party or parties seeking such indemnification shall promptly notify the indemnifying party gives (i) or parties, in writing, of such claim; provided, however, that the failure to give such notice shall not affect the rights of the indemnified party or parties hereunder except to the extent that such failure materially and adversely affects the indemnifying party or parties due to the inability to timely defend such action. The indemnifying party or parties shall have 10 business days after said notice is given to elect, by written notice given to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount or parties, to undertake, conduct and control, through counsel of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its their own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party choosing (subject to the consent of the indemnified party which or parties, such consent shall not to be unreasonably withheld) and at their sole risk and expense, the good faith settlement or defense of such claim, and the indemnified party or parties shall not be required to make any payment cooperate with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expenseparties in connection therewith; provided, however, that : (a) all settlements require the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, prior reasonable consultation with the indemnified party and the prior written consent of the indemnified party, which consent shall not be unreasonably withheldwithheld (provided, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided that no such consent will be required in the indemnifying parties' obligation to indemnify event that such settlement contains (i) no admission of liability and (ii) an unconditional release of the indemnified party therefor will be fully satisfied. The indemnifying party shall keep from any and all Liability in respect thereof), and (b) the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding parties shall be entitled to participate in such settlement or enforcement action, shall furnish defense through counsel chosen by the indemnified party with all documents or parties, provided that the fees and information that expenses of such counsel shall be borne by the indemnified party shall reasonably request and shall consult with or parties. So long as the indemnified indemnifying party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein statedor parties are contesting any such claim in good faith, the indemnified party or parties shall at all times have the right to fully participate in not pay or settle any such defense at its own expense directly or through counselclaim; provided, however, that notwithstanding the foregoing, the indemnified party or parties shall have the right to pay or settle any such claim at any time, provided that in such event they shall waive any right of indemnification therefor by the indemnifying party or parties. If the indemnifying party or parties do not make a timely election to undertake the good faith defense or settlement of the claim as aforesaid, or if the named indemnifying parties fail to proceed with the action good faith defense or proceeding include both settlement of the matter after making such election, then, in either such event, the indemnified party or parties shall have the right to contest, settle or compromise (provided that all settlements or compromises require the prior reasonable consultation with the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense prior written consent of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and which consent shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by unreasonably withheld) the claim at their exclusive discretion, at the risk and expense of the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defenseparties.

Third Party Claims. With respect The indemnified party shall promptly notify the ------------------ indemnifying party of the existence of any claim, demand or other matter involving liabilities to third party claims, if within twenty (20) days after receiving parties to which the notice described in clause (a) above indemnifying party's indemnification obligations could apply and shall give the indemnifying party gives a reasonable opportunity to defend the same at its expense and with counsel of its own selection (i) written notice to who shall be approved by the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claimparty, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent approval shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expensewithheld unreasonably); provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, (i) the indemnified party shall at all times also have the right to fully participate in such the defense at its own expense directly or through expense, (ii) if, in the reasonable judgment of the indemnified party, based upon the written advice of counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and a conflict of interest may exist between the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conductindemnifying party, the expense of separate counsel for the indemnified indemnifying party shall be paid by not have the right to assume such defense on behalf of such indemnified party, and (iii) the failure to so notify the indemnifying party shall not relieve the indemnifying party from any liabilities that it may have hereunder or otherwise, except to the extent that such failure so to notify the indemnifying party materially prejudices the rights of the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying partyparty shall, or if within a reasonable time after such diligent good faith defense is not being or ceases notice, fail to be conducteddefend, the indemnified party shallshall have the right, but not the obligation, to undertake the defense of, and to compromise or settle the claim or other matter on behalf, for the account and at the risk and expense of the indemnifying party, undertake . The indemnifying party shall not compromise or settle the defense claim or other matter for any consideration other than the payment of (with counsel selected by money without the prior written consent of the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the The indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and request; provided, however, that any associated expenses -------- shall cooperate with be paid by the indemnifying party in such defenseas incurred.

Third Party Claims. With In order for a party (the "indemnified party") to be entitled to any indemnification provided for under this Agreement in respect to of, arising out of, or involving a claim or demand or written notice made by any third party claimsagainst the indemnified party (a "Third Party Claim") after the date hereof, if within twenty (20) days after receiving the notice described in clause (a) above such indemnified party must notify the indemnifying party gives (ithe "indemnifying party") in writing of the Third Party Claim within 30 business days after receipt by such indemnified party of written notice of the Third Party Claim; provided that the failure of any indemnified party to give timely notice shall not affect his right of indemnification hereunder except to the extent the indemnifying party has actually been prejudiced or damaged thereby. If a Third Party Claim is made against an indemnified party, the indemnifying party stating that (A) shall be entitled, if it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends so chooses, to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for assume the defense shall be thereof with counsel selected by the indemnifying party (subject which counsel shall be reasonably satisfactory to the consent indemnified party). If the indemnifying party assumes the defense of a Third Party Claim, the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment will cooperate in all reasonable respects with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith in connection with such defense, and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, right to participate in such defense with counsel selected by it; provided that the consent fees and disbursements of such counsel shall be at the expense of the indemnified party; and provided further that, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided if the indemnifying parties' obligation to indemnify defendants in any Third Party Claim include both the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation shall have reasonably concluded that the interests of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall reasonably may be paid by deemed to conflict with the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense interests of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and party shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred Except as otherwise provided herein, the indemnified party will not, except at its own cost and expense, settle or compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense any Third Party Claim for which it is one that by its nature cannot be defended solely by entitled to indemnification hereunder without the prior written consent of the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defensewhich will not be unreasonably withheld.

Third Party Claims. With respect to If a claim by a third party claimsis made against any indemnified party, and if the indemnified party intends to seek indemnity with respect thereto under this Article 7, such indemnified party shall promptly notify the indemnifying party of such claim; provided, however, that failure to give timely notice shall not affect the rights of the indemnified party so long as the failure to give timely notice does not adversely affect the indemnifying party's ability to defend such claim against a third party. The indemnifying party shall be entitled to settle or assume the defense of such claim, including the employment of counsel reasonably satisfactory to the indemnified party. If the indemnifying party elects to settle or defend such claim, the indemnifying party shall notify the indemnified party within thirty (30) days (but in no event less than twenty (20) days before any pleading, filing or response on behalf of the indemnified party is due) of the indemnifying party's intent to do so. If the indemnifying party elects not to settle or defend such claim or fails to notify the indemnified party of the election within thirty (30) days (or such shorter period provided above) after receiving receipt of the indemnified party's notice described in clause of a claim of indemnity hereunder, the indemnified party, subject to the following sentence and after consultation with the indemnifying party, shall have the right to contest, settle or compromise the claim without prejudice to any rights to indemnification hereunder. Regardless of which party is controlling the settlement of defense of any claim, (a) above both the indemnified party and indemnifying party shall act in good faith, (b) the indemnifying party gives shall not thereby permit to exist any lien, encumbrance or other adverse charge upon any asset of any indemnified party or of its subsidiaries, (ic) written notice to the indemnifying party shall permit the indemnified party stating that to participate in such settlement or defense through counsel chosen by the indemnified party, with all fees, costs and expenses of such counsel borne by the indemnified party, (Ad) it would no entry of judgment or settlement of a claim may be liable under agreed to without the provisions hereof written consent of the indemnified party, and (e) the indemnifying party shall promptly reimburse the indemnified party for indemnity in the full amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the related expenses as incurred by the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject pursuant to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as Article 7. So long as the indemnifying party is conducting a reasonably contesting any such third party claim in good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that foregoing clause (b) is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein statedcomplied with, the indemnified party shall at all times have the right not pay or settle any such claim. The controlling party shall upon request deliver, or cause to fully participate in such defense at its own expense directly or through counsel; providedbe delivered, however, if the named parties to the action other party copies of all correspondence, pleadings, motions, briefs, appeals or proceeding include both other written statements relating to or submitted in connection with the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, settlement or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), any such claim, liability and timely notices of any hearing or expense. If other court proceeding relating to such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With respect to third party claims, if ------------------ within twenty (20) days after receiving the notice described in clause (a) above the indemnifying party gives (i) written notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified indemnifying party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expenseexpense or the payment is required in accordance with any settlement or adjudication in accordance with the provisions of this Section 7.3; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfiedsatisfied and such settlement does not involve the establishment of any obligations or limitations applicable to the indemnified party. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With respect If any Action is filed against any party entitled to third party claimsthe benefit of indemnity hereunder, if within twenty (20) days after receiving the written notice described in clause (a) above thereof shall be given to the indemnifying party gives as promptly as practicable (iand in any event within fifteen (15) written calendar days after the service of the citation or summons). The failure of any indemnified party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the indemnified extent that the indemnifying party stating that (A) it would be liable under demonstrates actual damage caused by such failure. After such notice, if the provisions hereof for indemnity indemnifying party shall acknowledge in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance writing to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to be obligated under the claimterms of its indemnity hereunder in connection with Action, liability or expense that is subject or potentially subject to indemnification. The then the indemnifying party shall have be entitled, if it so elects, (i) to take control of the rightdefense and investigation of Action, with the consent (ii) to employ and engage attorneys of its own choice (which shall be reasonably acceptable to the indemnified party) to handle and defend the same, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided at the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claimparty's cost, liability or risk and expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if unless the named parties to the action or proceeding such Action include both the indemnifying party and the indemnified party and representation of both parties the indemnified party has been advised in writing by counsel that there may be one or more legal defenses available to such indemnified party that are different from or additional to those available to the same counsel would be inappropriate under applicable standards of professional conductindemnifying party, the expense of separate counsel for in which case the indemnified party shall be paid by the indemnifying party. If no such notice of intent able to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, retain its own counsel at the reasonable expense of the indemnifying party), undertake and (iii) to compromise or settle such Action, which compromise or settlement shall be made only with the written consent of the indemnified party, such consent not to be unreasonably withheld; provided, however, if the remediation or resolution of any such Action will occur on or at any Facility or is reasonably 44 47 *Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. expected to have a Material Adverse Effect on the indemnified party's business operations, then, notwithstanding the foregoing, the indemnified party shall be entitled to control such remediation or resolution, including, without limitation, to take control of the defense and investigation of such Action, to employ and engage attorneys of its own choice to handle and defend the same, at the indemnifying party's cost, risk and expense, and to compromise or settle such Action. If the indemnifying party fails to assume the defense of such Action within fifteen (with counsel selected by 15) calendar days after receipt of the written notice, the indemnified party against which such Action has been asserted will (upon delivering notice to such effect to the indemnifying party), and shall ) have the right to compromise or settle (exercising reasonable business judgment)undertake, such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by at the indemnifying party's cost and expense, then the defense, compromise or settlement of such Action on behalf of and for the account and risk of the indemnifying party. In the event the indemnified party shall make available all information and assistance that assumes the defense of the Action, the indemnified party will keep the indemnifying party may reasonably request and shall cooperate with informed of the progress of any such defense, compromise or settlement. Pursuant to Sections 11.2.1 or 11.2.2, as applicable, the indemnifying party shall be liable for any settlement of any Action effected pursuant to and in accordance with this Section 11.2.5 and for any final judgment (subject to any right of appeal), and the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any Damages by reason of such defensesettlement or judgement.

Third Party Claims. With respect to third party claims, if within twenty (20) ------------------ 20 days after receiving the notice described in clause (a) above the indemnifying party gives (i) written notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified indemnifying party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expenseexpense or the payment is required in accordance with any settlement or adjudication in accordance with the provisions of this Section 7.3; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfiedsatisfied and such settlement does not involve the establishment of any obligations or limitations applicable to the indemnified party. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. Subject to the indemnifying party agreeing to defend the indemnified party, assuming and pursuing the defense of the claim, and otherwise satisfying its obligations hereunder, the indemnified party shall not unduly interfere in the indemnifying parties defense of such suit or raise material objections to such defense. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.