Common use of Third Party Claims Clause in Contracts

Third Party Claims. (a) In the event that any Person desires to make a claim under Sections 10.2 or 10.3 in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder (a “Third Party Claim”), the Person or Persons entitled to indemnification hereunder (the “Indemnified Party”) shall promptly notify the Party or Parties required to provide indemnification hereunder (the “Indemnifying Party”) of such Third Party Claim and the claim of indemnification with respect thereto, provided that failure of the Indemnified Party to give such prompt notice shall not relieve the Indemnifying Parties of their obligations under this Article X, except to the extent, if at all, that the Indemnifying Parties shall have been prejudiced thereby. (b) Upon receipt of notice from the Indemnified Party pursuant to Section 10.5(a) and provided that the Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control of such Third Party Claim, but shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense; provided, that if an Indemnifying Party is also subject to the Third Party Claim and counsel to the Indemnified Party reasonably determines in writing that a conflict or potential conflict exists between the Indemnifying Party and the Indemnified Party, then the Indemnifying Parties shall be liable under this Article X for the fees of the Indemnified Party’s counsel and any other expenses related to the defense of such Third Party Claim. The Indemnifying Parties shall select counsel, contractors and consultants of recognized standing and competence after consultation with the Indemnified Party; shall take all steps necessary in the defense or settlement of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties in the defense of any Third Party Claim defended by the Indemnifying Parties. (c) The Indemnifying Parties shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim. (d) Each of the Parties hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere in the world.

Third Party Claims. (a) In the event that any Person desires to make If a claim under Sections 10.2 or 10.3 in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder by a Third Party (a “Third Third-Party Claim”), the Person or Persons entitled to indemnification hereunder (the “) is made against any Indemnified Party”) , and if such party intends to seek indemnity with respect thereto under this Section 8.7, such Indemnified Party shall promptly notify the Indemnifying Party or Parties required to provide indemnification hereunder (the “Indemnifying Party”) of such Third Party Third‑Party Claim and by delivery of a Claim Certificate; provided, that the claim of indemnification with respect thereto, provided that failure of the Indemnified Party to give such prompt notice so notify shall not relieve the Indemnifying Parties Party of their its obligations under this Article Xhereunder, except to the extent, if at all, extent that the Claim Certificate is not delivered to the Indemnifying Parties shall have been Party within the relevant survival period set forth in Section 8.1 or the Indemnifying Party is actually and materially prejudiced thereby. The Indemnifying Party shall notify the Indemnified Party in writing, as promptly as possible (but in any case before the due date for the answer or response to the Third-Party Claim) after receipt of such notice of its election to assume the conduct and control, at the expense of the Indemnifying Party, through counsel of its choosing, of the settlement or defense of such Third‑Party Claim and the Indemnified Party shall cooperate with it in connection therewith. Notwithstanding any other provision of this Agreement, Section 6.7(f) shall govern with respect to Tax Contests. (b) Upon receipt of notice from the Any Indemnified Party pursuant shall have the right to Section 10.5(a) and provided that employ separate counsel for the purpose of participating with the Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control of such Third Party Claim, but shall allow the Indemnified Party a reasonable opportunity to participate its counsel in the defense of such Third Third‑Party Claim, but the fees and expenses of such counsel shall not be at the expense of the Indemnifying Party unless (i) the Indemnifying Party is not entitled to, or shall have failed to, assume the defense of such Third‑Party Claim with its own as set forth in Section 8.7(c), (ii) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party or (iii) the named parties to any such action (including any impleaded parties) include both such Indemnified Party and at its own expensethe Indemnifying Party and such Indemnified Party shall have been advised in writing by such counsel that there is a conflict of interest between the Indemnified Party and the Indemnifying Party. The Indemnified Party shall not pay or settle any such Third‑Party Claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such Third‑Party Claim only as to itself; provided, that if an Indemnifying Party is also subject in such event it shall waive any right to the Third Party Claim and counsel to the Indemnified Party reasonably determines in writing that a conflict or potential conflict exists between indemnity therefor by the Indemnifying Party and the Indemnified Party, then for such Third‑Party Claim unless the Indemnifying Parties Party shall be liable under this Article X for the fees of the Indemnified Party’s counsel and any other expenses related have consented to the defense of such Third Party Claim. The Indemnifying Parties shall select counsel, contractors and consultants of recognized standing and competence after consultation with the Indemnified Party; shall take all steps necessary in the defense payment or settlement of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties in the defense of any Third Party Claim defended by the Indemnifying Partiessettlement. (c) The Notwithstanding anything in this Section 8.7 to the contrary, the Indemnified Party shall have the right to conduct and control, through counsel of its choosing at the expense of the Indemnifying Parties shall be authorized to consent to a Party, the defense, compromise and settlement of, or the entry of any judgment arising from, any Third Third-Party Claim, without Claim (i) that seeks as the consent of any sole remedy an injunction or other equitable relief against the Indemnified Party; but only , (ii) that seeks any remedy against the Indemnified Party that does not include the payment of money damages, (iii) to the extent that such claim seeks money damages in an amount that would be reasonably expected to exceed the then remaining limit on the Sellers’ liability under Section 8.4 at the time such claim is submitted by the Indemnified Party or (iv) if the Indemnifying Parties Party reasonably shall have concluded (iupon advice of its counsel) pay that, with respect to such claims, the Indemnified Party and the Indemnifying Party are reasonably likely to have a conflict of interest. Additionally, if the Indemnifying Party does not notify the Indemnified Party in accordance with Section 8.7(a) that it elects to undertake the defense AMERICAS 92199813 (2K) -45- thereof, the Indemnified Party shall have the right to contest, settle or cause to be paid all amounts arising out of such settlement or judgment concurrently with compromise and otherwise control the effectiveness of such settlement; (ii) not encumber any defense of the assets Third‑Party Claim through counsel of its choosing but shall not thereby waive any Indemnified Party or agree right to any restriction or condition that would apply indemnity therefor pursuant to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claimthis Agreement. (d) Each The Indemnifying Party shall not, except with the prior written consent of the Parties hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Party, enter into any settlement or compromise or consent to any judgment that (i) is not entirely indemnifiable by the Indemnifying Party pursuant to this Article VIII, (ii) does not include as applicable, for purposes an unconditional term thereof the giving by the Person or Persons asserting such Third‑Party Claim to all Indemnified Parties of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement an unconditional release from all Liability with respect to such Third‑Party Claim, (iii) includes any statement as to or an admission of fact, culpability or a failure to act, by or on behalf of the Indemnified Party, or (iv) involves any injunctive relief against the Indemnified Party that would be reasonably expected to materially and adversely affect the Indemnified Party. (e) The Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all reasonable respects in connection with the defense of any Third‑Party Claim, including making available records relating to such Third‑Party Claim and furnishing, without expense to the Indemnifying Party and/or its counsel, such employees of the Indemnified Party as may be reasonably necessary for the preparation of the defense of any such Third‑Party Claim or for testimony as witnesses in any proceeding relating to such Third‑Party Claim. (f) The procedures in this Section 8.7 shall not apply to direct claims of the Seller Indemnitees or the matters alleged therein and agree that process may Purchaser Indemnitees, which shall be served on a Party with respect to such a claim anywhere in the worldgoverned by Section 8.6.

Third Party Claims. (a1) In If any third party shall notify either party (the event that “Indemnified Party”) with respect to any Person desires to make a claim under Sections 10.2 or 10.3 in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder matter (a “Third Party Claim”)) which may give rise to a claim, for indemnification against the Person or Persons entitled to indemnification hereunder (the “Indemnified Party”) shall promptly notify the Party or Parties required to provide indemnification hereunder other party (the “Indemnifying Party”) under this Lease, then the Indemnified Party shall promptly (and in any event within ten business days’ after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure. (2) The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement releases the Indemnified Party completely in connection with such Third Party Claim and the claim of indemnification with respect thereto, provided that failure of would not otherwise adversely affect the Indemnified Party to give such prompt notice shall not relieve Party. Notwithstanding the Indemnifying Parties of their obligations under this Article Xforegoing, except to the extent, if at all, that the Indemnifying Parties shall have been prejudiced thereby. (b) Upon receipt of notice from the Indemnified Party pursuant to Section 10.5(a) and provided that the Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject shall not be entitled to indemnification by the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control of such Third Party Claim, but shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense; provided, that if an Indemnifying Party is also subject to the Third Party Claim and counsel to the Indemnified Party reasonably determines in writing that a conflict or potential conflict exists between the Indemnifying Party and the Indemnified Party, then the Indemnifying Parties shall be liable under this Article X for the fees of the Indemnified Party’s counsel and any other expenses related to the defense of such Third Party Claim. The Indemnifying Parties shall select counsel, contractors and consultants of recognized standing and competence after consultation with the Indemnified Party; shall take all steps necessary in the defense or settlement of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties in the defense of any Third Party Claim defended (and shall be liable for the reasonable fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party that the indemnified Party reasonably determines, after conferring with its outside , counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying PartiesParty shall be entitled to assume the defense of the portion relating to money damages. (c3) The Unless and until the Indemnifying Parties shall be authorized to Party assumes the defense of the Third Party Claim as provided above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate. Notwithstanding the above, the Indemnified Party will not consent to a settlement of, or the entry of any judgment arising from, or enter into any settlement with respect to the Third Party Claim, Claim without the prior written consent of any Indemnified Party; but only if the Indemnifying Parties shall Party (i) pay or cause not to be paid all amounts arising out of such settlement withheld or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claimdelayed unreasonably. (d4) Each The party defending a Third Party Claim shall conduct the defense actively and diligently, and all parties shall cooperate in the defense of such claim. Such cooperation shall include the Parties hereby consents provision and access to the nonexclusive jurisdiction defending party of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Partydocuments, as applicableinformation, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect books and records reasonably requested by the defending party and material to such proceeding or the matters alleged therein claim, and agree that process making available employees as may be served on a Party reasonably requested by the party defending such claim and as shall be reasonably required In connection with respect to the defense of such a claim anywhere in the worldand litigation resulting there from.

Third Party Claims. (a) In the event that If any Person desires to make Claim is a third-party claim under Sections 10.2 or 10.3 in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder (a “Third Third-Party Claim”), the Person or Persons entitled following provisions shall apply: (i) The Responding Party will have the right to indemnification hereunder (assume the “Indemnified Party”) shall promptly notify defense of the Party or Parties required to provide indemnification hereunder (the “Indemnifying Party”) of such Third Third-Party Claim and the claim of indemnification with respect thereto, provided that failure counsel of the Indemnified Party to give such prompt notice shall not relieve the Indemnifying Parties of their obligations under this Article X, except Responding Party’s choice reasonably satisfactory to the extentClaiming Party at any time within thirty (30) days after the Claiming Party has given notice of the Third-Party Claim (or within a shorter period, if at allany, during which a defense must be commenced for the preservation of rights); provided, however, that the Indemnifying Parties shall have been prejudiced thereby. (b) Upon receipt Responding Party must continuously conduct the defense of notice from the Indemnified Third-Party pursuant Claim actively and diligently thereafter in order to Section 10.5(a) preserve its rights in this regard and provided must keep the Claiming Party reasonably informed of the status of the Third-Party Claim; and, provided, further, that the Indemnifying Claiming Party confirms in writing that the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense may retain separate co-counsel at its sole cost and control of such Third Party Claim, but shall allow the Indemnified Party a reasonable opportunity to expense and participate in the defense of the Third-Party Claim. If the Responding Party fails to give such Third Party Claim with its own counsel and at its own expense; providedwritten notice within such 30-day period (or such shorter period, that if an Indemnifying Party is also subject to any, during which a defense must be commenced for the Third Party Claim and counsel to the Indemnified Party reasonably determines in writing that a conflict or potential conflict exists between the Indemnifying Party and the Indemnified Partypreservation of rights), then the Indemnifying Parties shall be liable under this Article X for Responding Party will no longer have the fees of the Indemnified Party’s counsel and any other expenses related right to assume the defense of such Third Third-Party Claim. The Indemnifying Parties shall select counsel, contractors and consultants of recognized standing and competence after consultation with If the Indemnified Party; shall take all steps necessary in the defense or settlement of such Third Responding Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties in assumes the defense of any Third such Third-Party Claim defended by Claim, then the Indemnifying PartiesPersons on whose behalf such Person is responding will be obligated to indemnify the Claiming Party or Claiming Parties with respect to such Third-Party Claim. (cii) The Indemnifying Parties shall be authorized to So long as the Responding Party has assumed and continues conducting the defense of the Third-Party Claim in accordance with Section 10.2(c)(i) above, (A) the Responding Party will not consent to a settlement of, or the entry of any judgment arising from, or enter into any Third Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or respect to the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim. (d) Each of the Parties hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified without the prior written consent of the Claiming Party (not to be withheld unreasonably) unless the judgment or Dynamic Indemnified proposed settlement involves only the payment of money damages by the Responding Party, does not impose an injunction or other equitable relief upon the Claiming Party, and includes, as applicablean unconditional term thereof, for purposes the giving by the claimant or plaintiff to the Claiming Party of a release (in form and substance reasonably satisfactory to the Claiming Party) from all Liability in respect of such Third-Party Claim, and (B) the Claiming Party will not consent to the entry of any claim that a Superior Indemnified Party judgment or Dynamic Indemnified Party, as applicable, may have under this Agreement enter into any settlement with respect to such proceeding the Third-Party Claim without the prior written consent of the Responding Party (not to be withheld unreasonably). (iii) In the event the Responding Party does not assume and continuously conduct the defense of the Third-Party Claim in accordance with Section 10.2(c)(i) above, (A) the Claiming Party may defend against, and consent to the entry of any reasonable judgment or the matters alleged therein and agree that process may be served on a Party enter into any reasonable settlement with respect to such a claim anywhere to, the Third-Party Claim in any manner the Claiming Party reasonably may deem appropriate (and the Claiming Party need not consult with, or obtain any consent from, the Responding Party in connection therewith) and (B) the Responding Party will remain responsible for any Damages the Claiming Party may suffer resulting from, arising out of, relating to, in the world.nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article X.

Third Party Claims. (ai) In If any party (the event that “Indemnified Party”) receives written notice (or otherwise becomes aware) of the commencement of any Person desires Proceeding or the assertion of any claim by a third party or the imposition of any penalty or assessment (in each case other than any claims, penalties, assessments or other proceedings with respect to make a claim under Sections 10.2 or 10.3 in connection with any actionTaxes, suit, proceeding, or demand at any time instituted against or made upon any Person which for the avoidance of doubt shall be governed by Section 10.04) for which such Person indemnity may seek indemnification hereunder be sought under Section 9.01 or Section 9.02 (a “Third Party Claim”), and such Indemnified Party intends to seek indemnity pursuant to this Article IX, the Person or Persons entitled to indemnification hereunder (the “Indemnified Party”) Party shall promptly notify (but no later than fifteen (15) calendar days of the earlier of receiving such written notice or becoming aware of such Third Party or Parties required to Claim) provide indemnification hereunder the other party (the “Indemnifying Party”) with written notice of such Third Party Claim, stating the nature, basis, the amount thereof (to the extent known or of a nature that can reasonably be estimated, which amount shall not be conclusive of the final amount of such Third Party Claim), the method of computation thereof (to the extent known or of a nature that can reasonably be estimated), any other remedy sought thereunder, any relevant time constraints relating thereto, and, to the extent practicable, any other material details pertaining thereto, along with copies of the relevant documents evidencing such Third Party Claim and the claim of basis for indemnification with respect thereto, provided that failure sought. Failure of the Indemnified Party to give such prompt notice shall will not relieve the Indemnifying Parties of their Party from its indemnification obligations under this Article Xhereunder, except to the extent, if at all, extent that the Indemnifying Parties shall have been Party is prejudiced thereby. (bii) Upon receipt of notice from the Indemnified Party pursuant to Section 10.5(a) and provided that the The Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control of such Third Party Claim, but shall allow the Indemnified Party a reasonable opportunity be entitled to participate in the defense of such Third Party Claim with its own counsel and and, if it so chooses, to assume the defense thereof at its own expense; provided, expense (provided that if an the amount of such expense shall be a liability of the Indemnifying Party is also hereunder subject to the Third limitations set forth in Section 9.05) with counsel selected by the Indemnifying Party Claim and counsel reasonably satisfactory to the Indemnified Party if it gives notice to the Indemnified Party within twenty (20) calendar days (or such lesser number of days set forth in the notice as may be required by the relevant Proceeding applicable to such Third Party Claim) from receipt of any such notice of a Third Party Claim; provided that, the Indemnifying Party shall not be entitled to assume or maintain the control of the defense of any Third Party Claim (A) if such Third Party Claim relates to or arises in connection with any criminal proceeding action, indictment, allegation or investigation or any regulatory matter brought by a Governmental Entity, (B) the plaintiff seeks an injunction or other equitable relief against the Indemnified Party, (C) any insurance carrier for the Indemnified Party requires as a condition to the Indemnified Party’s eligibility to recover insurance proceeds on account of such Third Party Claim that such carrier control the defense of such Third Party Claim, or (D) the Indemnified Party shall have reasonably determines in writing concluded, based on the advice of counsel, that a there is an actual or likely conflict or potential conflict exists of interest between the Indemnifying Party and the Indemnified Party, then Party with respect to such Third Party Claim. (iii) If the Indemnifying Parties Party (A) does not (or is not entitled to) assume such defense, or (B) after assuming such defense, fails to take reasonable steps necessary to defend diligently such Third Party Claim within twenty (20) calendar days after receiving written notice from the Indemnified Party of the failure of the Indemnifying Party to take such reasonable steps and describing in reasonable detail such failure, the Indemnified Party shall be liable under this Article X for have the fees right to assume its own defense; provided that, any acts or omissions by the Indemnifying Party in the exercise of its reasonable judgment in defending against such Third Party Claim shall not constitute such a failure; it being understood that the Indemnified Party’s counsel and any other expenses related right to indemnification for a Third Party Claim shall not be adversely affected by assuming the defense of such Third Party Claim. The If the Indemnified Party assumes its own defense of a Third Party Claim, the Indemnified Party shall not settle, compromise, or consent to the entry of any judgment, in respect of, such Third Party Claim without the consent of the Indemnifying Parties Party, which shall select counselnot be unreasonably withheld, contractors conditioned or delayed. (iv) If the Indemnifying Party has assumed the defense, appeal or settlement proceedings of the Third Party Claim in accordance herewith, (w) the Indemnified Party may retain separate co-counsel at its sole cost and consultants expense and participate in (but not control) the defense, appeal or settlement proceedings of recognized standing and competence after consultation with the Third Party Claim (provided that, in the event the Indemnified Party; , with the advice of counsel, reasonably determines that there is a conflict of interests that makes it inappropriate for a single counsel to represent all parties under applicable standards of legal ethics, the Indemnified Party shall take all steps necessary be entitled to indemnification for legal expenses (subject to the other limitations set forth herein) reasonably incurred in respect of its own counsel), (x) the Indemnified Party will not admit any liability, file any papers or consent to the entry of any judgment or enter into any settlement agreement, compromise or discharge with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed (and such consent shall not be considered “unreasonably withheld” if (A) such settlement contains any admission of liability or wrongdoing by the Indemnifying Party and (B) such settlement imposes any sanctions, restrictions or obligations on the Indemnifying Party), (y) the Indemnifying Party will not admit to any wrongdoing by the Indemnified Party, and (z) the Indemnifying Party agrees to keep the Indemnified Party reasonably informed regarding the defense or settlement of such Third Party Claim and to consider in good faith any suggestions made by the Indemnified Party regarding the defense or settlement of such Third Party Claim; and . (v) The Indemnifying Party shall at all times diligently and promptly pursue not have the resolution of such Third Party Claim. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties in the defense of right to settle any Third Party Claim defended except if such settlement is consented to by the Indemnifying Parties. (c) The Indemnifying Parties shall be authorized to Indemnified Party in writing, such consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause not to be paid all amounts arising out of unreasonably withheld, conditioned or delayed (and such consent shall not be considered “unreasonably withheld” if (A) such settlement contains any admission of liability or judgment concurrently with wrongdoing by the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim. (d) Each of the Parties hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Party, as applicable(B) such settlement imposes any sanctions, for purposes of any claim that a Superior Indemnified Party restrictions or Dynamic obligations on the Indemnified Party, as applicableexcept for monetary damages for which the Indemnifying Party is solely responsible, may have under this Agreement with respect to or (C) such proceeding or settlement does not contain a full release of the matters alleged therein and agree that process may be served on a Indemnified Party with respect to such Third Party Claim). The parties will act in good faith in responding to, defending against, settling or otherwise dealing with Third Party Claims. Whether or not the Indemnifying Party has assumed the defense with respect to a claim anywhere Third Party Claim, such Indemnifying Party will not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to without the Indemnifying Party’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). (vi) The parties will also cooperate in the worldany such defense, appeal or settlement proceedings, give each other reasonable access to all business records, employees and other documents and information relevant thereto and use reasonable best efforts to avoid production of confidential information (consistent with applicable Law) and to cause all communications among employees, counsel and others representing any party to a Third Party Claim to be made so as to preserve any applicable attorney-client or work-product privileges.

Third Party Claims. (a) In the event that any If a Proceeding by a Person desires to make who is not a claim under Sections 10.2 party hereto or 10.3 an Affiliate thereof (other than in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder a Tax Claim) (a “Third Third-Party Claim”)) is made, the commenced or threatened in writing against any Person or Persons entitled to indemnification hereunder pursuant to Section 9.2 (the an “Indemnified Party”) ), and if such Person intends to seek indemnity with respect thereto under this Article 9, such Indemnified Party shall promptly notify give a Notice of Claim to the party obligated to indemnify such Indemnified Party or Parties required to provide indemnification hereunder (such notified party, the “Indemnifying Responsible Party”) of such Third Party Claim and the claim of indemnification with respect thereto, ); provided that the failure of the Indemnified Party to give such prompt notice Notice of Claim shall not relieve the Indemnifying Parties Responsible Party of their its obligations under this Article Xhereunder, except to the extent, if at all, extent that the Indemnifying Parties shall have been Responsible Party is actually prejudiced thereby. (b) Upon The Responsible Party shall have thirty (30) days after receipt of such notice, by providing written notice from to the Indemnified Party, to assume the conduct and control, through counsel reasonably acceptable to the Indemnified Party pursuant to Section 10.5(aand at the expense of the Responsible Party, of the settlement or defense thereof, if (i) the Responsible Party conducts the defense of such Third-Party Claim actively and provided that diligently, (ii) the Indemnifying Responsible Party confirms acknowledges in writing its obligation to indemnity the Indemnified Party for the Losses in respect of such Third-Party Claim, (iii) such Third-Party Claim seeks solely monetary damages, the amount of which will be paid by the Responsible Party, and does not involve criminal or quasi-criminal allegations, (iv) to the extent the Responsible Party is a party to the Proceeding, the Indemnified Party has not determined in good faith that joint representation would be inappropriate because of a conflict of interest and (v) the subject matter amount of Losses in respect of such Third-Party Claim, assuming such Losses are ultimately awarded to the Indemnified Party, would not exceed the limitations on Sellers’ obligations set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions of this Article X, 9. If the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume Responsible Party assumes the defense and control of any such Third Third-Party Claim, but shall allow the Indemnified Party shall, in its sole discretion, have the right to employ at the Indemnified Party’s cost (unless the Indemnified Party determines in good faith that there exists a reasonable opportunity conflict of interest that would make it inappropriate for the same counsel to represent both the Indemnified Party and the Responsible Party, then the Indemnified Party shall be entitled to retain a single firm to serve as its own counsel, at the expense of the Responsible Party) separate counsel (who may be selected by the Indemnified Party in its sole discretion) in any such action and to participate in the defense thereof, provided, that the Indemnified Party may not file any papers or consent to the entry of any judgment or enter into any settlement with respect to such Third Third-Party Claim with its own counsel without the prior written consent of the Responsible Party. The Responsible Party, and at its own expensenot the Indemnified Party, shall have the exclusive right to compromise or settle any Third-Party Claim of which it elects to conduct the defense and settlement; provided, that if an Indemnifying Party is also subject to the Third Party Claim and counsel to prior written consent of the Indemnified Party reasonably determines in writing that a conflict shall be required with respect to any such compromise or potential conflict exists between the Indemnifying Party and settlement if (A) the Indemnified PartyParty or any of its Affiliates or representatives would be required to pay any monetary damages as a result of such compromise or settlement, (B) such compromise or settlement contains any sanction or restriction that would adversely affect the conduct of any business of the Indemnified Party or its Affiliates in any material respect, (C) such compromise or settlement does not fully and unconditionally release the Indemnified Party with respect to such Third-Party Claim or (D) such compromise or settlement includes a finding or admission of any violation of Law by the Indemnified Party or any of its Affiliates or representatives. So long as the Responsible Party is reasonably contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim. If the Responsible Party elects to conduct the defense and settlement of a Third-Party Claim, then the Indemnifying Parties Indemnified Party shall be liable under this Article X have the right to pay or settle such Third-Party Claim; provided that in such event it shall waive any right to indemnity by the Responsible Party for all Losses related to such claim unless the fees Responsible Party shall have consented to such payment or settlement. (c) If the Responsible Party does not notify the Indemnified Party within thirty (30) days after the receipt of the Indemnified Party’s counsel and any other expenses related Notice of Claim hereunder that it elects to undertake the defense of such Third Party Claim. The Indemnifying Parties shall select counsel, contractors and consultants of recognized standing and competence after consultation with the Indemnified Party; shall take all steps necessary in the defense or settlement of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties in the defense of any Third Party Claim defended by the Indemnifying Parties. (c) The Indemnifying Parties shall be authorized to consent to a settlement ofthereof, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall conditions set forth in clauses (i) pay through (v) of Section 9.3(b) are not satisfied, the Indemnified Party shall have the right to contest, settle or cause compromise the claim but shall not thereby waive any right to be paid all indemnity therefor pursuant to this Agreement; provided, that the Responsible Party shall reimburse the Indemnified Party for the costs of defending against such Third-Party Claim (including reasonable attorneys’ fees and expenses of a single firm) and shall remain otherwise responsible for any indemnifiable Losses with respect to amounts arising out of from or related to such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Third-Party Claim. (d) Each All of the Parties hereby consents to shall cooperate in the nonexclusive jurisdiction defense or prosecution of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Partyin respect of which indemnity may be sought hereunder, and Purchaser shall (and shall cause the Company to) furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere reasonably requested in the worldconnection therewith.

Third Party Claims. (a) In the event that any Person desires to make If a claim under Sections 10.2 or 10.3 in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder by a Third Party (a “Third Third-Party Claim”), the Person or Persons entitled to indemnification hereunder (the “) is made against any Indemnified Party”) , and if such party intends to seek indemnity with respect thereto under this Section 8.7, such Indemnified Party shall promptly notify the Indemnifying Party or Parties required to provide indemnification hereunder (the “Indemnifying Party”) of such Third Third-Party Claim and by delivery of a Claim Certificate; provided, that the claim of indemnification with respect thereto, provided that failure of the Indemnified Party to give such prompt notice so notify shall not relieve the Indemnifying Parties Party of their its obligations under this Article Xhereunder, except to the extentextent that the Claim Certificate is not delivered to the Indemnifying Party within the relevant survival period set forth in Section 8.1 or the Indemnifying Party is actually and materially prejudiced thereby. The Indemnifying Party shall have thirty (30) days after receipt of such notice to assume the conduct and control, if at allthe expense of the Indemnifying Party, through counsel of its choosing, of the settlement or defense of such Third-Party Claim and the Indemnified Party shall cooperate with it in connection therewith; provided, that the Indemnifying Parties Party shall not be entitled to assume the control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party if such Third Party Claim would reasonably be expected to give rise to Losses which are more than twice the amount indemnifiable by such Indemnified Party. Notwithstanding any other provision of this Agreement, (i) Seller shall have been prejudiced therebythe right to control any Third-Party Claim which relates solely to Taxes (x) attributable to the Purchased Assets or the Terminal Operations with respect to any Pre-Closing Period or (y) imposed on Seller and (ii) Purchaser shall not consent to any settlement or compromise of any Third-Party Claim that (x) adversely affects or may adversely affect the Tax Liability of Seller or any of its Affiliates for any Pre-Closing Period or (y) would require payment by Seller of any amount under Section 8.2, in each case without the written consent of Seller. (b) Upon receipt of notice from the Any Indemnified Party pursuant shall have the right to Section 10.5(a) and provided that the Indemnifying Party confirms in writing that the subject matter set forth employ separate counsel in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control of such Third Third-Party Claim, but the fees and expenses of such counsel shall allow not be at the Indemnified expense of the Indemnifying Party a reasonable opportunity unless (i) the Indemnifying Party is not entitled to participate in assume the defense of such Third Party Claim in accordance with its own Section 8.7(a) or the Indemnifying Party shall have failed to assume the defense of such Third-Party Claim as set forth in Section 8.7(c), (ii) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party or (iii) the named parties to any such action (including any impleaded parties) include both such Indemnified Party and at its own expensethe Indemnifying Party and such Indemnified Party shall have been advised in writing by such counsel that there is a conflict of interest between the Indemnified Party and the Indemnifying Party. The Indemnified Party shall not pay or settle any such Third-Party Claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such Third-Party Claim only as to itself; provided, that if an in such event it shall waive any right to indemnity therefor by the Indemnifying Party is also subject to the Third for such Third-Party Claim and counsel unless the Indemnifying Party shall have consented to such payment or settlement. (c) If the Indemnifying Party does not notify the Indemnified Party reasonably determines in writing that a conflict or potential conflict exists between within thirty (30) days after the Indemnifying Party and the Indemnified Party, then the Indemnifying Parties shall be liable under this Article X for the fees receipt of the Indemnified Party’s counsel and any other expenses related Claim Certificate seeking indemnification with respect to a Third-Party Claim that it elects to undertake the defense of such Third Party Claim. The Indemnifying Parties shall select counselthereof, contractors and consultants of recognized standing and competence after consultation with the Indemnified Party; Party shall take all steps necessary in have the defense right to contest, settle or settlement of such Third Party Claim; and shall at all times diligently and promptly pursue compromise the resolution of such Third Party Claim. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties in the defense of any Third Third-Party Claim defended by the Indemnifying Parties. (c) The Indemnifying Parties but shall be authorized not thereby waive any right to consent indemnity therefor pursuant to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claimthis Agreement. (d) Each The Indemnifying Party shall not, except with the consent of the Parties hereby consents Indemnified Party, enter into any settlement that is not entirely indemnifiable by the Indemnifying Party pursuant to this Article VIII and does not include as an unconditional term thereof the nonexclusive jurisdiction of any court in which a proceeding in respect of a giving by the Person or Persons asserting such Third-Party Claim is brought against any Superior to all Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes Parties of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement an unconditional release from all Liability with respect to such proceeding Third-Party Claim or consent to entry of any judgment. (e) The Indemnified Party shall cooperate with the matters alleged therein Indemnifying Party and agree that process its counsel in all reasonable respects in connection with the defense of any Third-Party Claim, including making available records relating to such Third-Party Claim and furnishing, without expense to the Indemnifying Party and/or its counsel, such employees of the Indemnified Party as may be served on a reasonably necessary for the preparation of the defense of any such Third-Party with respect Claim or for testimony as witnesses in any proceeding relating to such a claim anywhere in the worldThird-Party Claim.

Third Party Claims. (a) In the event that case any Person desires to make Claim is brought by a claim under Sections 10.2 or 10.3 in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any Person third ------------------ party for which such Person may seek Claim indemnification hereunder is provided hereunder: (a “Third i) the indemnified Party Claim”), the Person or Persons entitled shall provide prompt written notice thereof to indemnification hereunder (the “Indemnified Party”) shall promptly notify the Party or Parties required obligated to provide indemnification hereunder indemnify such Claim; and (ii) the “Indemnifying Party”) of such Third indemnifying Party Claim shall, upon the demand and at the claim of indemnification with respect thereto, provided that failure option of the Indemnified Party to give such prompt notice shall not relieve the Indemnifying Parties of their obligations under this Article X, except to the extent, if at all, that the Indemnifying Parties shall have been prejudiced thereby. (b) Upon receipt of notice from the Indemnified Party pursuant to Section 10.5(a) and provided that the Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c)indemnified Party, assume the defense thereof (at the expense of the indemnifying Party) within thirty (30) days or at least ten (10) days prior to the time a response is due in such case, whichever occurs first, or, alternatively upon the demand and control at the option of the indemnified Party, pay to such Third Party Claimall reasonable costs and expenses, but including reasonable attorneys' fees, incurred by such Party in defending itself. The Parties shall allow the Indemnified Party a reasonable opportunity to participate cooperate reasonably with each other in the defense of such Third Party Claim with its own counsel any Claim, including making available (under seal if desired, and at its own expense; provided, that if an Indemnifying Party is also subject to the Third Party Claim and counsel to the Indemnified Party allowed) all records reasonably determines in writing that a conflict or potential conflict exists between the Indemnifying Party and the Indemnified Party, then the Indemnifying Parties shall be liable under this Article X for the fees of the Indemnified Party’s counsel and any other expenses related necessary to the defense of such Third Claim, and the indemnified Party shall have the right to join and participate actively in the indemnifying Party's defense of the Claim. The Indemnifying Parties Notwithstanding the foregoing (and any other section of this Agreement), it is understood and acknowledged that InterTrust need not under any circumstance provide Top Secret Information related to the security capabilities of InterTrust Technology to any Person. Each Party shall select counselbe entitled to reasonable approval of the settlement of any Claim to be entered into by the other Party. Without limiting the foregoing, contractors if as a result of such defense or settlement, an injunction is entered or threatened or an agreement is reached prohibiting MBC from using any portion of the InterTrust Technology, as MBC's sole remedy for such prohibition of such continued use, InterTrust may at InterTrust's sole option either: (a) [*] for MBC to [*] and consultants of recognized standing and competence after consultation [*] in accordance with the Indemnified Partyterms hereof such portion (at MBC's expense, should MBC desire to so continue to [*] such portion); shall take all steps necessary (b) [*] or [*] of the [*] or Licensed Rights, as the case may be, so as to make it [*]; or (3) if options (a) and (b) are not [*] in InterTrust's determination, terminate the defense licenses granted hereunder as to such portion. In addition, as to any such portion, InterTrust may, at any time after such Claim is brought or settlement threatened, notify MBC that InterTrust is electing one of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shalloptions (a), and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties in the defense of any Third Party Claim defended by the Indemnifying Parties. (b) or (c) The Indemnifying Parties shall be authorized as to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause such portion to be paid all amounts arising out of effective immediately or at such settlement or judgment concurrently with the effectiveness of such settlement; time specified by InterTrust subject in (iia) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party ClaimMBC's agreement. (d) Each of the Parties hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere in the world.

Third Party Claims. If any party (athe “Indemnified Party”) In receives written notice of the event that commencement of any Person desires Proceeding or the assertion of any claim by a third party or the imposition of any penalty or assessment (in each case other than with respect to make a claim under Sections 10.2 or 10.3 in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any Person Taxes) for which such Person indemnity may seek indemnification hereunder be sought under Section 9.01 or Section 9.02 (a “Third Party Claim”), and such Indemnified Party intends to seek indemnity pursuant to this Article IX, the Person or Persons entitled to indemnification hereunder (the “Indemnified Party”) Party shall promptly notify (but no later than 30 days after receiving such notice) provide the Party or Parties required to provide indemnification hereunder other party (the “Indemnifying Party”) with written notice of such Third Party Claim, stating the nature, basis, the amount thereof (to the extent known or estimated, which amount shall not be conclusive of the final amount of such Third Party Claim), the method of computation thereof (to the extent known or estimated), any other remedy sought thereunder, any relevant time constraints relating thereto, and, to the extent practicable, any other material details pertaining thereto, along with copies of the relevant documents evidencing such Third Party Claim and the claim of basis for indemnification with respect thereto, provided that failure sought. Failure of the Indemnified Party to give such prompt notice shall will not relieve the Indemnifying Parties of their Party from its indemnification obligations under this Article Xhereunder, except to the extent, if at all, that the Indemnifying Parties shall have been prejudiced thereby. (b) Upon receipt of notice from the Indemnified Party pursuant to Section 10.5(a) and provided extent that the Indemnifying Party confirms in writing that is actually prejudiced thereby. The Indemnifying Party will have 45 days from receipt of any such notice of a Third Party Claim to give notice to the subject matter set forth in Indemnified Party whether it is assuming and controlling the notice is subject to indemnification by defense, appeal or settlement proceedings thereof with counsel of the Indemnifying Party’s choice. So long as the Indemnifying Party under has assumed the applicable provisions defense, appeal or settlement proceedings of this Article Xthe Third Party Claim in accordance herewith, (i) the Indemnifying Parties willIndemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense, subject to appeal or settlement proceedings of the provisions of Section 10.5(c), assume the defense and control of such Third Party Claim, but shall allow (ii) the Indemnified Party a reasonable opportunity will not admit any liability, file any papers or consent to participate in the defense entry of such Third Party Claim any judgment or enter into any settlement agreement, compromise or discharge with its own counsel and at its own expense; provided, that if an Indemnifying Party is also subject respect to the Third Party Claim and counsel to without the Indemnified Party reasonably determines in writing that a conflict or potential conflict exists between prior written consent of the Indemnifying Party and (iii) the Indemnifying Party will not admit to any wrongdoing by the Indemnified Party, then the Indemnifying Parties shall be liable under this Article X for the fees of the Indemnified Party’s counsel and any other expenses related to the defense of such Third Party Claim. The Indemnifying Parties Party shall select counsel, contractors and consultants of recognized standing and competence after consultation with have the Indemnified Party; shall take all steps necessary in the defense or settlement of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties in the defense of right to settle any Third Party Claim defended by the Indemnifying Parties. (c) The Indemnifying Parties shall be authorized to consent to for which it obtains a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any full release of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim. (d) Each of the Parties hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such Third Party Claim or to which settlement the Indemnified Party consents in writing (such consent not to be unreasonably withheld, conditioned or delayed). As to any Third Party Claim with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense, at its cost and expense, and will consult with the Indemnifying Party prior to settling or otherwise disposing of any of the same. The parties will act in good faith in responding to, defending against, settling or otherwise dealing with Third Party Claims. The parties will also cooperate in any such defense, appeal or settlement proceedings, and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party has assumed the defense, appeal or settlement proceedings with respect to a claim anywhere in Third Party Claim, such Indemnifying Party will not be obligated to indemnify the worldIndemnified Party hereunder for any settlement entered into or any judgment that was consented to by the Indemnified Party without the Indemnifying Party’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

Third Party Claims. (a) In Promptly after the event that receipt by any Person desires entitled to make indemnification pursuant to this Article XII (the “Indemnified Party”) of notice of the commencement of any Action involving a claim under Sections 10.2 or 10.3 in connection with any actionthird party (such Action, suit, proceeding, or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder (a “Third Party Claim”), the Person such Indemnified Party shall, if a claim with respect thereto is to be made against any party or Persons entitled to indemnification hereunder (the “Indemnified Party”) shall promptly notify the Party or Parties required parties obligated to provide indemnification hereunder pursuant to this Article XII (the “Indemnifying Party”) ), give such Indemnifying Party written notice of such Third Party Claim and in reasonable detail in light of the claim of indemnification with respect thereto, circumstances then known to such Indemnified Party; provided that the failure of the Indemnified Party to give provide such prompt notice shall not relieve the Indemnifying Parties Party of their its obligations under this Article Xhereunder, except to the extent, if at all, extent that such failure to give notice shall prejudice any defense or claim available to the Indemnifying Parties shall have been prejudiced therebyParty. (b) Upon receipt The Indemnifying Party shall be entitled to assume the defense of notice from any Third Party Claim with counsel reasonably satisfactory to the Indemnified Party pursuant to Section 10.5(a) and Party, at the Indemnifying Party’s sole expense; provided that the Indemnifying Party confirms shall not be entitled to assume or continue control of the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in writing connection with any criminal Action, (ii) the Third Party Claim seeks an injunction or equitable relief against any Indemnified Party, (iii) the Third Party Claim has or would reasonably be expected to result in Losses in excess of the amounts available for indemnification pursuant to Section 12.5, (iv) the Third Party Claim would reasonably be expected to have a material adverse effect on the Indemnified Party’s business or relates to its clients, vendors or other service providers, (v) the Indemnifying Party has failed or is failing to defend in good faith the Third Party Claim, or (vi) the Indemnifying Party has not acknowledged that the subject matter set forth in the notice such Third Party Claim is subject to indemnification by pursuant to this Article XII. (c) If the Indemnifying Party under assumes the applicable provisions defense of this Article Xany Third Party Claim, (i) it shall not settle the Indemnifying Parties willThird Party Claim unless (A) the settlement does not entail any admission of liability on the part of any Indemnified Party, subject and (B) the settlement includes an unconditional release of each Buyer Indemnified Party or Seller Indemnified Party, as applicable, reasonably satisfactory to the provisions of Section 10.5(c)Indemnified Party, assume the defense and control of from all Losses with respect to such Third Party Claim, but (ii) it shall allow indemnify and hold the Indemnified Party a reasonable opportunity harmless from and against any and all Losses caused by or arising out of any settlement or judgment of such claim and may not claim that it does not have an indemnification obligation with respect thereto, and (iii) the Indemnified Party shall have the right (but not the obligation) to participate in the defense of such Third Party Claim with its own counsel and to employ, at its own expense, counsel separate from counsel employed by the Indemnifying Party; providedprovided that the fees, that if an costs and expenses of such counsel shall be at the expense of the Indemnifying Party is also subject to the Third Party Claim and counsel to the Indemnified Party reasonably determines in writing that a conflict or potential conflict exists between if the Indemnifying Party and the Indemnified Party, then Party are both named parties to the Indemnifying Parties shall be liable under this Article X for the fees of proceedings and the Indemnified Party’s counsel and any other expenses related to the defense Party shall have reasonably concluded that representation of such Third Party Claim. The Indemnifying Parties shall select counsel, contractors and consultants of recognized standing and competence after consultation with the Indemnified Party; shall take all steps necessary in the defense or settlement of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties in the defense of any Third Party Claim defended both parties by the Indemnifying Parties. (c) The Indemnifying Parties shall same counsel would be authorized inappropriate due to consent to a settlement of, actual or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claimpotential differing interests between them. (d) The Indemnified Party shall not settle any Third Party Claim if the Indemnifying Party shall have any obligation as a result of such settlement (whether monetary or otherwise) unless such settlement is consented to in writing by the Indemnifying Party, such consent not to be unreasonably withheld or delayed. (e) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim. Any consent to be given by the Buyer Indemnified Parties under this Section 12.7 shall be given by the Buyer acting on behalf of the Buyer Indemnified Parties hereby consents and any consent to be given by the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Seller Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have Parties under this Agreement with respect to such proceeding or Section 12.7 shall be given by the matters alleged therein and agree that process may be served Representative acting on a Party with respect to such a claim anywhere in behalf of the worldSeller Indemnified Parties.

Third Party Claims. The obligations and liabilities of the Company Stockholders and Acquiror hereunder with respect to their respective indemnities pursuant to this Article X resulting from any Third Party Claim (as defined in Section 11.2) shall be subject to the following terms and conditions: (a) In The party seeking indemnification (the event that "Indemnified Party") must give the party from whom indemnification is sought (the "Indemnifying Party") notice of any Person desires to make a claim under Sections 10.2 or 10.3 in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder (a “Third Party Claim”)Claim which is asserted against, imposed upon or incurred by the Person Indemnified Party and which may give rise to liability of the Indemnifying Party pursuant to this Article X, stating (to the extent known or Persons entitled to indemnification hereunder (reasonably anticipated) the “Indemnified Party”) shall promptly notify the Party or Parties required to provide indemnification hereunder (the “Indemnifying Party”) nature and basis of such Third Party Claim and the claim of indemnification with respect thereto, amount thereof; provided that the failure to give such notice shall not affect the rights of the Indemnified Party to give such prompt notice shall not relieve the Indemnifying Parties of their obligations under this Article X, hereunder except to the extent, if at all, extent that the Indemnifying Parties Party shall have been prejudiced therebysuffered actual material damage by reason of such failure. (b) Upon receipt of notice from the Indemnified Party pursuant Subject to Section 10.5(a10.4(c) and provided that below, the Indemnifying Party confirms in writing that shall have the subject matter set forth in the notice is subject right to indemnification undertake, by the Indemnifying Party under the applicable provisions counsel or other representatives of this Article Xits own choosing, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control of such Third Party Claim, but shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel at the Indemnifying Party's risk and at its own expense; provided, . (c) In the event that if an (i) the Indemnifying Party shall elect not to undertake such defense, (ii) within a reasonable time after notice from the Indemnified Party of any such Third Party Claim, the Indemnifying Party shall fail to undertake to defend such Third Party Claim, or (iii) there is also subject to the a reasonable probability that such Third Party Claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, then the Indemnified Party (upon further written notice to the Indemnifying Party) shall have the right to undertake the defense, compromise or settlement of such Third Party Claim, by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party. In the event that the Indemnified Party undertakes the defense of a Third Party Claim under this Section 10.4(c), the Indemnifying Party shall pay to the Indemnified Party, in addition to the other sums required to be paid hereunder, the reasonable costs and expenses incurred by the Indemnified Party in connection with such defense, compromise or settlement as and when such costs and expenses are so incurred. (d) Anything in this Section 10.4 to the contrary notwithstanding, (i) the Indemnifying Party shall not, without the Indemnified Party's written consent, settle or compromise such Third Party Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such Third Party Claim in form and substance reasonably determines satisfactory to the Indemnified Party; (ii) in writing the event that a conflict or potential conflict exists between the Indemnifying Party and the Indemnified Party, then the Indemnifying Parties shall be liable under this Article X for the fees of the Indemnified Party’s counsel and any other expenses related to undertakes the defense of such Third Party Claim. The , the Indemnified Party, by counsel or other representative of its own choosing and at its sole cost and expense, shall have the right to participate in the defense, compromise or settlement thereof and the Indemnifying Parties Party and its counsel and other representatives shall select counsel, contractors and consultants of recognized standing and competence after consultation cooperate with the Indemnified PartyParty and its counsel and representatives in connection therewith; shall take all steps necessary and (iii) in the event that the Indemnifying Party undertakes the defense or settlement of such Third Party Claim; and , the Indemnifying Party shall at all times diligently and promptly pursue have an obligation to keep the resolution Indemnified Party informed of the status of the defense of such Third Party Claim. The Claim and furnish the Indemnified Party shallwith all documents, instruments and shall cause each of its Affiliates and representatives to, cooperate fully with information that the Indemnifying Parties in the defense of any Third Party Claim defended by the Indemnifying Parties. (c) The Indemnifying Parties shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claimshall reasonably request in connection therewith. (d) Each of the Parties hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere in the world.

Third Party Claims. (a) In the event that If any Person desires to make a claim under Sections 10.2 or 10.3 in connection with any action, suit, proceeding, or demand at any time instituted in respect of which an Indemnified Party might seek indemnity under this Article IX is asserted against or made upon any such Indemnified Party by a Person for which such Person may seek indemnification hereunder other than a party hereto (a “Third Party Claim”), the Person or Persons entitled to indemnification hereunder Indemnified Party shall give written notice (the “Indemnified Party”) shall promptly notify the Party or Parties required to provide indemnification hereunder (the “Indemnifying Party”) of such Third Party Claim Notice”) and the claim of indemnification with respect thereto, provided that failure details thereof including an estimate of the claimed Losses and copies of all relevant pleadings, documents and information to the Indemnifying Party within a period of twenty (20) days following the assertion of the Third Party Claim against the Indemnified Party; provided, that the failure to so notify the Indemnifying Party to give such prompt notice shall not relieve the Indemnifying Parties Party of their its obligations under this Article X, hereunder except to the extent, if at all, that the Indemnifying Parties extent such failure shall have been prejudiced thereby. (b) Upon receipt of notice from the Indemnified Party pursuant to Section 10.5(a) and provided that the Indemnifying Party confirms or shall have resulted in writing that the subject matter expiration of the relevant time period set forth in Section 9.5. Within thirty (30) days after its receipt of the notice is subject to indemnification by Third Party Claim Notice (the “Third Party Claim Response Period”), the Indemnifying Party under shall give notice to the applicable provisions Indemnified Party, in writing, of this Article X, whether the Indemnifying Parties will, subject Party elects to the provisions of Section 10.5(c), assume the defense and control of such Third Party Claim, but shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expenseunder this Article IX; provided, provided that if an the Indemnifying Party is also subject shall not have the right to assume the defense of such Third Party Claim if (i) such Third Party Claim seeks, as its primary recourse (which may be in addition to or in lieu of monetary damages), an injunction or other equitable relief; (ii) such Third Party Claim exceeds the cap applicable to such indemnity item, after taking into account all previous payments made to Purchaser or a Seller, as applicable, pursuant to this Article IX, by an amount that results in the Indemnifying Party’s maximum potential indemnification obligation hereunder with respect to such Third Party Claim being less than fifty percent (50%) of the amount of such Third Party Claim; (iii) such Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; or (iv) a conflict on any significant issue exists between the Indemnified Party and the Indemnifying Party in respect of the Third Party Claim and counsel to such that joint representation is precluded under applicable standards of professional conduct. If the Indemnifying Party notifies the Indemnified Party reasonably determines in writing that a conflict or potential conflict exists between the Indemnifying Party and the Indemnified Party, then the Indemnifying Parties shall be liable under this Article X for the fees of the Indemnified Party’s counsel and any other expenses related it elects to assume the defense of such Third Party Claim, then such defense will be conducted by the Indemnifying Party by all appropriate proceedings and shall be diligently prosecuted to a final conclusion or will be settled, at the discretion of the Indemnifying Party; provided, that unless consented to in advance by the Indemnified Party (which consent shall not be unreasonably withheld), the Indemnifying Party shall not enter into any settlement that requires a non-monetary commitment by the Indemnified Party or includes a payment by the Indemnified Party that will not be indemnified by the Indemnifying Party. The Indemnified Party will cooperate fully in such defense, including making available to the Indemnifying Parties shall select counselParty all books, contractors records and consultants of recognized standing and competence after consultation with documents within the Indemnified Party; shall take all steps necessary in ’s control or that it can reasonably obtain relating to the defense or settlement of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shallParty, and shall cause each of at its Affiliates and representatives toexpense, cooperate fully with the Indemnifying Parties in may participate in, but not control, the defense of any Third Party Claim defended assumed by the Indemnifying Parties. Party pursuant to this Section 9.4(a). If the Indemnifying Party, within the Third Party Claim Response Period (cor sooner if the nature of the Third Party Claim so requires), elects not to defend such Third Party Claim or fails to defend such Third Party Claim actively and in good faith, then the Indemnified Party shall (after giving written notice of the same to the Indemnifying Party) The have the right to undertake the defense (at the Indemnifying Parties shall be authorized to consent to a settlement ofParty’s expense), compromise or the entry of any judgment arising from, any settle such Third Party Claim, or consent to the entry of a judgment with respect thereto; provided, that the Indemnifying Party shall have no obligation to indemnify the Indemnified Party for any such compromise or settlement thereof or consent to the entry of a judgment with respect thereto without the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and consent (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claimwhich consent shall not be unreasonably withheld). (d) Each of the Parties hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere in the world.

Third Party Claims. Promptly after receipt by a SELLER Indemnified Party or a PURCHASER Indemnified Party (aan “Indemnified Party”) In of notice of any matter or the event that commencement of any Person desires action or claim by a third party in respect of which the Indemnified Party intends to make a claim under Sections 10.2 or 10.3 in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder (a “Third Third-Party Claim”), the Person or Persons entitled to indemnification hereunder (the “Indemnified Party”) Party shall promptly notify the Party or Parties required that may be obligated to provide such indemnification hereunder under this Section 14 (the an “Indemnifying Party”) of such Third claim thereof in writing, provided that any failure to so notify the Indemnifying Party shall not relieve it from any liability other than to the extent the Indemnifying Party is actually prejudiced by such failure. Within 15 days of receiving the above notice, effective upon written notice to the Indemnified Party, the Indemnifying Party must (i) assume the defense of such Third-Party Claim, (ii) confirm in writing its responsibility for all defense costs and expenses, liabilities and obligations arising from such Third-Party Claim and (iii) demonstrate to the claim of indemnification with respect thereto, provided that failure reasonable satisfaction of the Indemnified Party its financial capability to give undertake the defense and provide indemnification with respect to such prompt notice shall not relieve the Indemnifying Parties Third-Party Claim and its selection of their obligations under this Article Xcounsel reasonably satisfactory to such Indemnified Party; provided, except to the extenthowever, if at all, that the Indemnifying Parties shall have been prejudiced thereby.that: (bi) Upon receipt of notice from the Indemnified Party pursuant to Section 10.5(a) and provided that the Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control of such Third Party Claim, but shall allow the Indemnified Party a reasonable opportunity be entitled to participate in the defense of such Third Third-Party Claim with and to employ counsel of its own counsel selection and at its own expense; provided, that if an expense to assist in the handling of such matter or claim; (ii) the Indemnifying Party is also subject to the Third Party Claim and counsel to shall consult with the Indemnified Party prior to acting on major matters, and each Party shall provide the other Party with all cooperation, documents and information reasonably determines in writing that a conflict or potential conflict exists between requested by the Indemnifying Party and the Indemnified Party, then the Indemnifying Parties shall be liable under this Article X for the fees of the Indemnified Party’s counsel and any other expenses related to the defense of such Third Party Claim. The Indemnifying Parties shall select counsel, contractors and consultants of recognized standing and competence after consultation with the Indemnified Party; shall take all steps necessary in the defense or settlement of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified and (iii) no Party shall, and shall cause each without the prior written consent of the other Party in its Affiliates and representatives tosole discretion, cooperate fully with the Indemnifying Parties in the defense of any Third Party Claim defended by the Indemnifying Parties. (c) The Indemnifying Parties shall be authorized to consent to a settlement of, or the entry of any judgment arising from, or enter into any Third settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid a full and complete release from all amounts arising out liability in respect of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Third-Party Claim. (d) Each of the Parties hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere in the world.

Third Party Claims. (a) In the event that any Person Purchaser Indemnitee desires to make a claim against the Seller or any Seller Indemnitee desires to make a claim against the Purchaser, the Company or Elmwood (such Purchaser Indemnitee or Seller Indemnitee an “Indemnified Party”) under Sections 10.2 or 10.3 Section 9.2 in connection with any action, suit, proceeding, proceeding or demand at any time instituted against or made upon the Indemnified Party by any Person third party for which such Person the Indemnified Party may seek indemnification hereunder (a “Third Party Claim”), the Person or Persons entitled to indemnification hereunder (the “such Indemnified Party”) Party shall promptly notify in writing (i) in the Party case of a claim under Section 9.2(a) or Parties required 9.2(b) (except with respect to provide indemnification hereunder the Photocircuits Bankruptcy Complaint, in which case no notice shall be required), the Seller, or (ii) in the “case of a claim under Section 9.2(c), the Purchaser (in each case, an ‘Indemnifying Party”) of such Third Party Claim and of the Indemnified Party’s claim of indemnification with respect thereto, provided provided, however, that the failure of the Indemnified Party to give such prompt notice so notify shall not relieve the Indemnifying Parties Party(ies) of their obligations under this Article Xhereunder, except to the extent, if at all, extent that the Indemnifying Parties Party(ies) are materially prejudiced by such failure. The Indemnifying Party(ies) shall have been prejudiced thereby. (b) Upon 30 days after receipt of such notice from the to notify such Indemnified Party pursuant to Section 10.5(a) and provided that the Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under if the applicable provisions of this Article X, the Indemnifying Parties will, subject Party(ies) have elected to the provisions of Section 10.5(c), assume the defense and control of such Third Party Claim, but shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim (except with its own counsel and at its own expense; provided, that if an Indemnifying Party is also subject respect to the Third Party Photocircuits Bankruptcy Claim and counsel for which Seller has hereby elected to assume defense). If the Indemnified Party reasonably determines in writing that a conflict or potential conflict exists between the applicable Indemnifying Party and the Indemnified Party, then the Indemnifying Parties shall be liable under this Article X for the fees of the Indemnified Party’s counsel and any other expenses related Party(ies) elect to assume the defense of such Third Party Claim. The , such Indemnifying Parties Party(ies) shall select counsel, contractors be entitled at their own expense to conduct and consultants of recognized standing and competence after consultation with the Indemnified Party; shall take all steps necessary in control the defense or and settlement of such Third Party Claim; and shall at all times diligently and promptly pursue Claim through counsel of their own choosing on behalf of the resolution applicable Indemnified Party. If the Indemnifying Party(ies) fail to notify the Indemnified Party, within 30 days after receipt of notice of a Third Party Claim that the applicable Indemnifying Party(ies) have elected to assume the defense of such Third Party Claim. The , the Indemnified Party shallshall be entitled to assume the defense of such Third Party Claim at the expense of the applicable Indemnifying Party(ies), and shall cause each provided, however, that the Indemnified Party may not compromise or settle any Third Party Claim without the consent of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties in the defense Party, which consent shall not be unreasonably withheld. (b) Any compromise, settlement or offer of settlement of any Third Party Claim defended shall require the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed. Unless such consent is obtained, the applicable Indemnifying Party(ies) shall continue the defense of such claim; provided, however, that if any Indemnified Party refuses its consent to a bona fide offer of settlement that the applicable Indemnifying Party(ies) wish to accept and that involves no payment of money by such Indemnified Party, and further involves no limitation on the future operation of the business, assets or property of the Company, and that releases such Indemnified Party from all liability in connection with such claim, the applicable Indemnifying Party(ies) may reassign the defense of such claim to such Indemnified Party, who may then continue to pursue the defense of such matter, free of any participation by the Indemnifying PartiesParty(ies), at the sole cost and expense of such Indemnified Party. In such event, the obligation of the applicable Indemnifying Party(ies) with respect thereto shall not exceed the amount of the offer of settlement that such Indemnified Party refused to accept plus the costs and expenses of such Indemnified Party prior to the date such Indemnifying Party(ies) notified such Purchaser Indemnitee of the offer of settlement. (c) The If the Indemnifying Parties shall be authorized to consent to a settlement of, or the entry of Party makes any judgment arising from, payment on any Third Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties Party shall (i) pay or cause be subrogated, to be paid all amounts arising out the extent of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any payment, to all rights and remedies of the assets of any Indemnified Party or agree to any restriction insurance benefits or condition that would apply to or adversely affect any other claims of the Indemnified Party or with respect to the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim. (d) Each of the Parties hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere in the world.

Third Party Claims. (a) In the event that any Person Buyer Indemnified Party desires to make a claim under Sections 10.2 against the Escrow Deposit or 10.3 any Seller Indemnified Party desires to make a claim against the Buyer, in each case in connection with any actionProceeding, suit, proceeding, demand or demand other claim of a Third Party at any time instituted against or made upon any Person such Indemnified Party for which such Person Indemnified Party may seek indemnification hereunder (a “Third Party Claim”), the Person or Persons entitled to indemnification hereunder (the “such Indemnified Party”) Party shall promptly notify the Party or Parties required to provide indemnification hereunder (the “Indemnifying Party”) applicable Indemnification Control Person of such Third Party Claim and the Indemnified Party’s claim of for indemnification with respect thereto, provided that failure of the Indemnified Party to give such prompt notice shall not relieve the Indemnifying Parties of their obligations under this Article X, except to the extent, if at all, that the Indemnifying Parties shall have been prejudiced thereby. (b) Upon receipt The Indemnification Control Person shall have the right to assume the defense of any Third Party Claim with counsel of its choice by providing written notice from to the Indemnified Party pursuant to Section 10.5(awithin thirty (30) and provided that days after the Indemnifying Party confirms in writing that the subject matter set forth in the Indemnification Control Person has received notice is subject to indemnification by the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control of such Third Party Claim; provided, but shall allow however, that, except as otherwise provided in respect of claims subject to Section 6.03(e), the Indemnified Party shall not be required to permit such an assumption of the defense of any Third Party Claim that, if not first paid, discharged or otherwise complied with, would reasonably be expected to result in a reasonable opportunity Material Adverse Effect on the Buyer or the Seller (as the case may be). (c) The assumption of the defense of any Third Party Claim by the Indemnification Control Person shall not constitute an admission of responsibility to indemnify the Indemnified Party or in any manner impair or restrict the Indemnifying Party’s rights to later be reimbursed its costs and expenses if indemnification under this Agreement with respect to such Proceeding, demand or other claim was not required. The Indemnification Control Person shall not, in the defense of such claim, consent to the entry of any judgment (other than a judgment of dismissal on the merits without costs) or enter into any settlement without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned, except that no such consent shall be required if the sole relief provided is monetary damages that are reimbursed to the Indemnified Party in full as Losses (subject to, with respect to claims by the Buyer Indemnified Parties, the remaining Deductible Amount, if any, that will be paid by the Buyer Indemnified Party, and subject to the other indemnification limitations set forth in this Agreement). (d) If the Indemnification Control Person assumes the defense of a Third Party Claim, the Indemnified Party shall be entitled to participate in the defense of such claim, but solely by observation and comment to the Indemnification Control Person, and any counsel selected by the Indemnified Party shall not appear on its behalf in any Proceeding arising hereunder. The Indemnified Party shall bear the fees and expenses of any additional counsel retained by it to participate in its defense. (e) If the Indemnification Control Person does not assume the defense of a Third Party Claim with its own counsel and at its own expense; provided, that if an Indemnifying Party is also subject to the Third Party Claim and counsel to the Indemnified Party reasonably determines in writing that a conflict or potential conflict exists between the Indemnifying Party and the Indemnified Party, then the Indemnifying Parties shall be liable under this Article X for the fees after receipt of the Indemnified Party’s counsel and any other expenses related to the defense notice of such Third Party Claim. The Indemnifying Parties shall select counsel, contractors and consultants of recognized standing and competence after consultation with Claim from the Indemnified Party; shall take all steps necessary Party pursuant to Sections 9.03(a) and 9.03(b), the Indemnified Party may defend against such claim in the defense or settlement of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claimmanner as it reasonably deems appropriate. The Indemnified Party shallmay not settle such claim without the written consent of the Indemnification Control Person, which consent shall not be unreasonably withheld, delayed or conditioned. (f) The Buyer Indemnified Parties and the Seller Indemnified Parties shall cause each of its Affiliates cooperate in good faith and representatives to, cooperate fully in all respects with the Indemnifying Parties Indemnification Control Person and its representatives (including its counsel) in the investigation, negotiation, settlement, trial and/or defense of any Third Party Claim defended by the Indemnifying Parties. (c) and any appeal arising therefrom). The Indemnifying Parties shall be authorized cooperate with each other in any notifications to consent to a settlement ofand information requests of any insurers. No individual representative of any Indemnifying Party, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and (iii) obtainAffiliates, as a condition of shall be personally liable for any settlement Loss or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim. (d) Each of the Parties hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have Losses under this Agreement with respect Agreement, except as specifically agreed to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere in the worldby said individual representative.

Third Party Claims. (a) In If any Indemnified Party receives notice of the event that assertion or commencement of any Action made or brought by any Person desires who is not a party to make this Agreement or an Affiliate of a claim under Sections 10.2 party to this Agreement or 10.3 in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder a Representative of the foregoing (a “Third Party Claim”), ) against such Indemnified Party with respect to which the Person or Persons entitled to indemnification hereunder (the “Indemnified Party”) shall promptly notify the Indemnifying Party or Parties required is obligated to provide indemnification hereunder (the “Indemnifying Party”) of such Third Party Claim and the claim of indemnification with respect theretounder this Agreement, provided that failure of the Indemnified Party to shall give such prompt notice shall not relieve the Indemnifying Parties of their obligations under this Article X, except to the extent, if at all, that the Indemnifying Parties shall have been prejudiced thereby. (b) Upon receipt of notice from the Indemnified Party pursuant to Section 10.5(a) and provided that the Indemnifying Party confirms reasonably prompt written notice thereof, but in writing that the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control any event not later than thirty (30) calendar days after receipt of such Third Party Claim, but shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense; provided, that if an Indemnifying Party is also subject to the Third Party Claim and counsel to the Indemnified Party reasonably determines in writing that a conflict or potential conflict exists between the Indemnifying Party and the Indemnified Party, then the Indemnifying Parties shall be liable under this Article X for the fees of the Indemnified Party’s counsel and any other expenses related to the defense notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Parties Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall select describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party within thirty (30) calendar days after receipt of notice of the Third Party Claim, to assume the defense of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, contractors and consultants the Indemnified Party shall cooperate in good faith in such defense; provided, however, that the (i) defense of recognized standing and competence after consultation with such Third Party Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnified Party, have a material adverse effect on the Indemnified Party; shall take all steps necessary (ii) the Indemnifying Party has sufficient financial resources, in the defense or settlement reasonable judgment of the Indemnified Party, to satisfy the amount of any adverse monetary judgment that is reasonably likely to result; (iii) the Third Party Claim solely seeks (and continues to seek) monetary damages; (iv) the Third Party Claim does not include criminal charges, and (v) the Indemnifying Party expressly agrees in writing to be fully responsible for all Losses relating to such Third Party Claim; and , (the conditions set forth in clauses (i) through (v) are, collectively, the “Litigation Conditions”). In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 7.05(b), it shall at all times diligently and promptly pursue have the resolution of right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party ClaimClaim in the name and on behalf of the Indemnified Party. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with have the Indemnifying Parties right to participate in the defense of any Third Party Claim defended with counsel selected by it subject to the Indemnifying Parties. (c) Party’s right to control the defense thereof. The Indemnifying Parties fees and disbursements of such counsel shall be authorized at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to consent the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; (B) any of the Litigation Conditions ceases to be met; or (C) the Indemnified Party’s counsel advises that there exists a settlement ofconflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the entry defense of such Third Party Claim, the Indemnified Party may, subject to Section 7.05(b), pay, compromise and/or defend such Third Party Claim and seek indemnification for any judgment and all Losses based upon, arising from, from or relating to such Third Party Claim. ABS and Parent shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any defending party, management employees of the assets non-defending party as may be reasonably necessary for the preparation of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct defense of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim. (d) Each of the Parties hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere in the world.

Third Party Claims. (a) In the event that any Person desires to To make a claim under Sections 10.2 or 10.3 for indemnification hereunder in connection with any actionThird-Party Proceeding, suit, proceeding, claim or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder (a “Third Third-Party Claim”), the Person or Persons entitled to a Party making a claim for indemnification hereunder (the an “Indemnified Party”) shall promptly in writing notify the party whom the Indemnified Party or Parties claims is required to provide indemnification hereunder indemnify the Indemnified Party (the an “Indemnifying Party”) of such Third Third-Party Claim and the Indemnified Party’s claim of for indemnification with respect thereto, thereto after obtaining actual knowledge of such Third-Party Claim; provided that failure of the Indemnified Party to promptly give such prompt notice shall will not relieve the Indemnifying Parties Party of their its indemnification obligations under this Article X10, except to the extent, if at allany, that the Indemnifying Parties shall have Party has actually been materially prejudiced thereby. (b) Upon receipt The Indemnifying Party will have the right to assume the entire control of the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party by written notice to the Indemnified Party within thirty (30) days after the Indemnifying Party has received notice of the Third-Party Claim from the Indemnified Party, and in case of a Third-Party pursuant Claim relating to Section 10.5(a) and provided Taxes, determination of the forum to contest the imposition of Taxes; provided, that the Indemnifying Indemnified Party confirms in writing that the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions may retain control of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense of and control of such Third be reimbursed for Losses in connection with any Third-Party Claim, but shall allow to the extent that such Third-Party Claim (i) requires immediate compliance or payment to avoid a material adverse effect on the Indemnified Party, (ii) relates to or arises in connection with any Proceeding involving or potentially involving criminal penalties against it, or (iii) gives rise to a reasonable belief of the Indemnified Party that an adverse determination would be materially detrimental to or materially injure the Indemnified Party’s reputation or future business prospects. (c) If an Indemnifying Party assumes the defense of a reasonable opportunity Third-Party Claim, the Indemnified Party shall be entitled to participate in the defense of the claim, provided that the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it unless either of the following apply: (i) the employment of such Third Party Claim with its own counsel and at its own expense; providedhas been authorized in writing by the Indemnifying Party, that or (ii) if the named parties to a Proceeding include both an Indemnifying Party is also subject to and an Indemnified Party, and the Third Party Claim and Indemnified Party’s legal counsel to has advised the Indemnified Party reasonably determines in writing writing, with a copy to the Indemnifying Party, that a conflict there may be one or potential conflict exists between more legal defenses available to such Indemnified Party that are materially different from or additional to those available to the Indemnifying Party and which could give rise to a conflict of interest that would make it inappropriate under applicable standards of professional conduct for the Indemnified Party and the Indemnifying Party to share common counsel. If the event of either (i) or (ii) in the immediately preceding sentence, then the Indemnified Party may employ separate counsel at the expense of the Indemnifying Party to represent the Indemnified Party, then but in no event shall the Indemnifying Parties shall Party be liable under this Article X for obligated to pay the fees costs and expenses of the Indemnified Party’s more than one such separate counsel (and any other expenses related to the defense of such Third Party Claim. The Indemnifying Parties shall select local counsel, contractors and consultants of recognized standing and competence after consultation with the Indemnified Party; shall take all steps necessary in the defense or settlement of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties in the defense of as required) for any Third Party Claim defended by the Indemnifying Parties. (c) The Indemnifying Parties shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third one Third-Party Claim. (d) Each If an Indemnifying Party assumes the defense of a Third-Party Claim, the Indemnifying Party shall have the right to settle or resolve any such claim by a third party; provided, that any such settlement or resolution contemplated by any of the Parties hereby consents Sellers or Founders, as the Indemnifying Party, that involves any action or inaction by or other injunctive relief with respect to a Purchaser Indemnified Party other than the payment of money (which is paid in full by the Sellers or Founders, subject to the nonexclusive jurisdiction applicable conditions and limits contained in this Article 10) shall not be concluded without the prior written approval of such Purchaser Indemnified Party, which approval may be withheld, delayed or conditioned in such Purchaser Indemnified Person’s sole discretion; and provided, further, that any court such settlement or resolution contemplated by Purchaser, as the Indemnifying Party, that involves any action or inaction by or other injunctive relief with respect to a Seller Indemnified Person other than the payment of money (which is paid in full by Purchaser, subject to the applicable conditions and limits contained in this Article 10) shall not be concluded without the prior written approval of such Seller Indemnified Person, which a proceeding approval may be withheld, delayed or conditioned in respect such Seller Indemnified Person’s sole discretion. (e) If an Indemnifying Party does not assume the active defense of a Third-Party Claim is brought against or any Superior litigation resulting therefrom within 30 days of receipt of notice of such Third-Party Claim from the Indemnified Party under Section 10.04(a) above, or Dynamic such shorter period of time if the Third-Party Claim is a criminal matter requiring more immediate attention or entails a request for immediate injunctive relief, the Indemnified Party may defend against such claim in such manner as it reasonably deems appropriate. (f) The Indemnified Parties shall cooperate reasonably in good faith and in all respects with the Indemnifying Party (at the expense of the Indemnifying Party, except as applicableto counsel unless provided above) and its representatives (including its counsel) in the investigation, for purposes negotiation, settlement, trial and/or defense of any claim that a Superior Indemnified Third-Party Claim (and any appeal arising therefrom), including making available pertinent information within or Dynamic Indemnified under its control. The Parties shall cooperate with each other in any notifications to and information requests of any insurers, and all costs and expenses incurred in such cooperation shall be borne by the Indemnifying Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere in the world.

Third Party Claims. (a) In the event that any Person desires to make a claim under Sections 10.2 or 10.3 in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder (a “Third Party Claim”), the Person or Persons entitled to indemnification hereunder (the “Indemnified Party”) shall promptly notify the Party or Parties required to provide indemnification hereunder (the “Indemnifying Party”) of such Third Party Claim and the claim of indemnification with respect thereto, provided that failure of the Indemnified Party to give such prompt notice shall not relieve the Indemnifying Parties of their obligations under this Article X, except to the extent, if at all, that the Indemnifying Parties shall have been prejudiced thereby. (b) Upon receipt of notice from the Indemnified Party pursuant to Section 10.5(a) and provided that the The Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control of such Third Party Claim, but shall allow the Indemnified Party a reasonable opportunity be entitled to participate in the defense of any Claim asserted by any Third Party (“Third Party Claim”) and, subject to the limitations set forth in this Section 10.04, shall be entitled to control and appoint lead counsel (reasonably acceptable to the Indemnified Party) for such defense; provided that prior to assuming control of such defense, the Indemnifying Party must acknowledge that it would have an indemnification obligation for any Losses resulting from such Third Party Claim with its own counsel as provided under this Article 10; and at its own expense; provided, further that if an the Indemnifying Party is also subject shall not be entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim and counsel would be detrimental to the Indemnified Party’s reputation or future business prospects, (iii) the Third Party reasonably determines in writing that a conflict Claim seeks an injunction or potential conflict exists between the Indemnifying Party and equitable relief against the Indemnified Party, then (iv) the Indemnifying Parties Party has failed or is failing to prosecute or defend vigorously the Third Party Claim, (v) the Third Party Claim relates to Taxes or (iii) the specified damages of such Third Party Claim exceeds an amount equal to the General Escrow Fund (if the Indemnified Party is a Parent Indemnified Party), on the one hand, or the General Escrow Amount less the aggregate amount paid by Parent for indemnifiable losses pursuant to Section 10.02(b) (if the Indemnified Party is an Equityholder Indemnified Party), on the other, in either case less the sum of (A) the amount subject to any other Claims outstanding plus (B) the reasonably anticipated expenses for litigation of such Claim. The Indemnifying Party shall be liable under this Article X for conduct any such defense in good faith, with appropriate diligence and in the fees best interest of the Indemnified Party’s counsel and any other . All expenses related required to be paid by the Equityholder Representative described in this Article 10 may be paid by resort to the General Escrow Fund; provided that Parent has provided its written consent regarding all such expenses (which consent shall not be unreasonably withheld). (b) If the Indemnifying Party is not entitled to, has declined to, or does not assume control of the defense of such a Third Party Claim (or has failed to notify the Indemnified Party in writing of its election to defend such Third Party Claim. The ) within thirty (30) days of the Indemnifying Parties Party’s receipt of notice of such Claim, then the Indemnified Party may notify the Indemnifying Party in writing that it elects to assume control of the defense of such a Third Party Claim, in which case, the Indemnifying Party shall select counsel, contractors and consultants not have the right to assume the defense of recognized standing and competence after consultation such Claim. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.04, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party; shall take all steps necessary in the defense or Party before entering into any settlement of such Third Party Claim; Claim if the settlement does not expressly unconditionally release the Indemnified Party from all liabilities and shall at all times diligently and promptly pursue the resolution of obligations with respect to such Third Party Claim. Claim or the settlement imposes injunctive or other equitable relief against, or any other adverse effect on, the Indemnified Party. (d) The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties be entitled to participate in the defense of any Third Party Claim defended and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be borne by the Indemnifying Parties. (c) The Indemnifying Parties shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; but only if provided that the Indemnifying Parties Party shall pay the fees and expenses of such separate counsel (i) pay incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any if representation of both the assets of any Indemnifying Party and the Indemnified Party or agree to any restriction or condition that by the same counsel would apply to or adversely affect any Indemnified Party or to the conduct create a conflict of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claiminterest. (d) Each of the Parties hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere in the world.

Third Party Claims. (a) In the event that any Person desires to make case of a claim under Sections 10.2 or 10.3 in connection with any claim, action, suit, proceeding, suit or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder proceeding by a third party (a “Third Party Claim”)) as to which indemnification is sought by an Indemnified Party, the Person or Persons entitled Responsible Party shall have ninety (90) days after receipt of the Claim Notice to indemnification hereunder (assume the “Indemnified Party”) shall promptly notify the Party or Parties required conduct and control, through counsel reasonably acceptable to provide indemnification hereunder (the “Indemnifying Party”) of such Third Party Claim and the claim of indemnification with respect thereto, provided that failure of the Indemnified Party to give such prompt notice shall not relieve at the Indemnifying Parties expense of their obligations under this Article Xthe Responsible Party, except to of the extentsettlement or defense thereof, if at all, that the Indemnifying Parties shall have been prejudiced thereby. (b) Upon receipt of notice from and the Indemnified Party pursuant to Section 10.5(a) and shall reasonably cooperate with it in connection therewith; provided that the Indemnifying Responsible Party confirms in writing that the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions may not assume control of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control of such Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Responsible Party assumes the defense of a Third Party Claim, but the fees and expenses of counsel chosen by the Representative shall allow be paid using the funds in the Escrow Account, and the Indemnified Party a reasonable opportunity shall have the right to participate in but not control such defense through counsel chosen by such Indemnified Party; provided that the defense fees and expenses of such Third Party Claim with its own counsel and at its own expenseshall be borne by such Indemnified Party; providedprovided further, however, that if an Indemnifying Party is also subject to in the Third Party Claim and reasonable opinion of counsel to the Indemnified Party, (A) There are legal defenses available to an Indemnified Party reasonably determines in writing that are different from or additional to those available to the Indemnifying Party, or (B) there exists a conflict or potential conflict exists of interest between the Indemnifying Party and the Indemnified PartyParty that cannot be waived, then the Indemnifying Parties Party shall be liable under this Article X for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, provided that the Indemnifying Party shall not be responsible for more than one (1) such counsel for all the Indemnified Parties and such counsel shall be selected by the Indemnifying Party. So long as the Responsible Party is reasonably contesting any such claim in good faith, the Indemnified Party shall not pay or settle any such claim except with the prior written consent of the Responsible Party (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim without the prior consent of the Responsible Party; provided that in such event it shall waive any right to indemnity by the Responsible Party or from the Escrow Account, as the case may be, for such claim. If the Responsible Party does not notify the Indemnified Party within ninety (90) days after the receipt of the Claim Notice that it elects to undertake the defense thereof or is otherwise prohibited from doing so pursuant to the terms hereof, the Indemnified Party shall have the right to contest, settle or compromise the claim without consent and shall not thereby waive any right to indemnity pursuant to this Agreement. The Responsible Party shall not, except with the consent of the Indemnified Party’s counsel and , either (i) enter into any other expenses related settlement that does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties of an unconditional release from all liability with respect to such claim, or (ii) consent to the defense entry of such Third Party Claim. any judgment. (b) The Indemnifying Parties shall select counsel, contractors and consultants of recognized standing and competence after consultation cooperate with the Indemnified Party; shall take each other in all steps necessary reasonable respects in the defense or settlement of such Third Party Claim; investigation, trial and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties in the defense of any Third Party Claim defended and any appeal arising therefrom and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours afforded to each party and its agents and representatives to, and reasonable retention by each party of records and information which have been identified by the Indemnifying Parties. (c) The Indemnifying Parties shall be authorized other party as being reasonably relevant to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the consent and making employees available on a mutually convenient basis to provide additional information and explanation of any Indemnified Party; but only if the Indemnifying Parties material provided hereunder. The parties shall (i) pay or cause cooperate with each other in any notifications to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claiminsurers. (d) Each of the Parties hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere in the world.

Third Party Claims. (a) In the event that If any Person desires third-party shall notify any Indemnified Party in writing with respect to make any matter involving a claim under Sections 10.2 or 10.3 in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any Person for which by such Person may seek indemnification hereunder third-party (a “Third Third-Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Section 4.4, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third-Party Claim, a copy of all papers served with respect to such claim (if any), and the Person or Persons entitled to indemnification hereunder (basis of the “Indemnified Party”) shall promptly notify ’s request for indemnification under this Agreement; provided, however, that no delay on the part of the Indemnified Party or Parties required to provide indemnification hereunder (in so notifying the “Indemnifying Party”) of such Third Party Claim , and no failure on the claim of indemnification with respect thereto, provided that failure part of the Indemnified Party to give such prompt notice comply with any of the procedures in this Section 4.4, shall not relieve the Indemnifying Parties Party of their obligations any obligation under this Article X, except Section 4.1 with respect thereto unless (and then solely to the extent, if at all, that ) the Indemnifying Parties shall have been Party is materially prejudiced thereby. (b) Upon Subject to Section 4.4(d) below, upon receipt of notice from a Claim Notice with respect to a Third-Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third-Party Claim by notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third-Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to defend such Third-Party Claim with counsel, selected by it, who is reasonably satisfactory to the Indemnified Party, by all appropriate proceedings, which proceedings shall be prosecuted actively and diligently by the Indemnifying Party to a final conclusion or settled. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to consent to the entry of a judgment or enter into any compromise or settlement with respect to such Third-Party Claim without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld). (c) If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third-Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the Person asserting the Third-Party Claim or any cross complaint against any Person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third-Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third-Party Claim assumed by the Indemnifying Party pursuant to Section 10.5(a) and provided 4.4(b); provided, however, if, based on written advice of counsel, the Indemnified Party concludes that there is a reasonable likelihood of a conflict of interest between the Indemnifying Party confirms in writing that and the subject matter set forth in the notice is subject Indemnified Party with respect to indemnification by such Third-Party Claim, the Indemnifying Party under shall bear the applicable provisions reasonable costs and expenses of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control of such Third Party Claim, but shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense; provided, that if an Indemnifying Party is also subject to the Third Party Claim and one counsel to the Indemnified Party reasonably in connection with such defense. (d) If (i) the Indemnifying Party fails to notify the Indemnified Party within the thirty (30) days after receipt of any Claim Notice that the Indemnifying Party elects to assume the defense of any Third-Party Claim pursuant to Section 4.4(b), (ii) the Indemnifying Party elects to assume the defense of any Third-Party Claim pursuant to Section 4.4(b) but fails to diligently prosecute or settle such Third-Party Claim, (iii) the Indemnifying Party and the Indemnified Party are parties to the same proceeding (or, assuming the veracity of the facts alleged by the party bringing the Third-Party Claim, the Indemnifying Party and the Indemnified Party may become parties to the same proceeding) and the Indemnified Party determines in writing good faith that a conflict or potential conflict of interest exists between the Indemnifying Party and the Indemnified Party, then (iv) the Indemnified Party determines in good faith that there is a reasonable possibility that it will be prejudiced in any material respect beyond the ambit of such Third-Party Claim by the Indemnifying Parties Party’s control of the defense and proceedings with respect to any Third-Party Claim, or (v) such Third-Party Claim is a claim by a governmental tax authority, then (A) the Indemnified Party shall have the right to assume full control of the defense and proceedings with respect to such Third-Party Claim, and the Indemnified Party may compromise or settle such Third-Party Claim without consulting with, or obtaining consent from, the Indemnifying Party in connection therewith (it being understood and agreed that the Indemnifying Party shall not be liable under this Article X bound by any such compromise or settlement entered into without its consent) and (B) the Indemnifying Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third-Party Claim (including fees and disbursements of the Indemnified Party’s no more than one counsel and any other expenses related per jurisdiction (such counsel reasonably acceptable to the defense of Indemnifying Party) reasonably incurred in connection with such Third Third-Party Claim. The Indemnifying Parties shall select counsel, contractors and consultants of recognized standing and competence after consultation with the Indemnified Party; shall take all steps necessary in the defense or settlement of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim). The Indemnified Party shallshall have full control of such defense and proceedings, and shall cause each of its Affiliates and representatives to, cooperate fully with although the Indemnifying Parties Party shall be entitled to participate in the any defense of any Third Party Claim defended or settlement controlled by the Indemnifying Parties. (c) The Indemnifying Parties shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party pursuant to this Section 4.4(d) at its sole expense. Any compromise or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim. (d) Each of the Parties hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior effected by the Indemnified Party or Dynamic Indemnified without the Indemnifying Party, as applicable, for purposes ’s consent shall not be dispositive of the amount of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement Losses with respect to such proceeding or Third-Party Claim. (e) In the matters alleged therein and agree that process may be served on event any Indemnified Party should have a claim against the Indemnifying Party with respect hereunder which does not involve a Third-Party Claim, the Indemnified Party shall promptly transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, the Indemnified Party’s best estimate of the amount of Losses attributable to such a claim anywhere and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that no delay on the part of the Indemnified Party in delivering the worldIndemnity Notice pursuant to this Section 4.4(e) shall relieve the Indemnifying Party of any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is prejudiced thereby. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the Indemnity Notice that the Indemnifying Party disputes such claim (the “Dispute Notice”), the Indemnifying Party shall be deemed to have accepted and agreed with such claim.

Third Party Claims. (a) In the event that any Person desires to make case of Claims made by a claim under Sections 10.2 or 10.3 in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder third party after the Closing (a “Third Party Claim”) with respect to which the Claiming Party seeks to make a Claim against the Responding Party as a result of the breach by the Responding Party of any representation, warranty, certification or covenant made by such Responding Party in or pursuant to this Agreement or any Closing Document, the Claiming Party shall give written notice to the Responding Party of any such Third Party Claim forthwith after receiving notice thereof. If the Claiming Party fails to give such written notice to the Responding Party, such failure shall not preclude the Claiming Party from making such Claim against the Responding Party, but its right to indemnification may be reduced to the extent that such delay prejudiced the defence of the Third Party Claim or increased the amount of liability or the cost of the defence. (b) The Responding Party shall have the right, by written notice to the Claiming Party given not later than thirty (30) days after receipt of the notice referred to in Subsection 6.6(a), to assume the control of the defence, compromise or settlement of the Third Party Claim. (c) Upon the assumption of control of any Third Party Claim by the Indemnifying Party as contemplated by Subsection 6.6(b), the Person Responding Party shall diligently proceed with the defence, compromise or Persons entitled settlement of the Third Party Claim at its sole expense, including, if necessary, employment of counsel reasonably satisfactory to indemnification hereunder the Claiming Party and, in connection therewith, the Claiming Party shall co-operate fully (but at the “Indemnified expense of the Responding Party with respect to any reasonable out-of-pocket expenses incurred by the Claiming Party”) to make available to the Responding Party all pertinent information and witnesses under the Claiming Party’s control, make such assignments and take such other steps as in the opinion of counsel for the Responding Party, acting reasonably, are reasonably necessary to enable the Claiming Party to conduct such defence. The Claiming Party shall promptly notify have the right to participate in the negotiation, settlement or defence of any Third Party Claim at its own expense and no Third Party Claim shall be settled, compromised or Parties required otherwise disposed of without the prior written consent of the Claiming Party, such consent not to provide indemnification hereunder (be unreasonably withheld or delayed. If the “Indemnifying Responding Party elects to assume control of the Third Party Claim as contemplated by Subsection 6.6(b), the Claiming Party shall not pay, or permit to be paid, any part of the Third Party Claim unless the Responding Party consents in writing to such payment or unless the Responding Party”) , subject to the last sentence of Subsection 6.6(d), withdraws from the defence of such Third Party Claim and the claim of indemnification with respect thereto, provided that failure or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnified Party to give such prompt notice shall not relieve the Indemnifying Parties of their obligations under this Article X, except to the extent, if at all, that the Indemnifying Parties shall have been prejudiced thereby. (b) Upon receipt of notice from the Indemnified Party pursuant to Section 10.5(a) and provided that the Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control of such Third Party Claim, but shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense; provided, that if an Indemnifying Responding Party is also subject to entered against the Third Claiming Party Claim and counsel to the Indemnified Party reasonably determines in writing that a conflict or potential conflict exists between the Indemnifying Party and the Indemnified Party, then the Indemnifying Parties shall be liable under this Article X for the fees respect of the Indemnified Party’s counsel and any other expenses related to the defense of such Third Party Claim. The Indemnifying Parties shall select counsel, contractors and consultants of recognized standing and competence after consultation with the Indemnified Party; shall take all steps necessary in the defense or settlement of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties in the defense of any Third Party Claim defended by the Indemnifying Parties. (c) The Indemnifying Parties shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim. (d) Each If the Responding Party fails to give written notice to the Claiming Party as contemplated by Subsection 6.6(b), the Claiming Party shall be entitled to make such settlement of the Parties hereby consents Third Party Claim, or otherwise deal therewith, as it deems appropriate, acting reasonably, and such settlement or any other final determination of the claim or demand shall be binding upon the Responding Party. If the Responding Party fails to defend or, if after commencing or undertaking such defence, fails to prosecute or withdraws from such defence, the nonexclusive jurisdiction Claiming Party shall have the right to undertake the defence or settlement thereof. If the Claiming Party assumes the defence of any court in which a proceeding in respect of a Third-Third Party Claim is brought against and proposes to settle it prior to a final judgment thereon or to forego any Superior Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement appeal with respect thereto, then the Claiming Party shall give the Responding Party prompt written notice thereof, and the Responding Party shall have the right to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere participate in the worldsettlement or assume or reassume the defence of such Third Party Claim.

Third Party Claims. (a) In the event that of any Person desires to make claim by a claim under Sections 10.2 third party against any Purchaser Indemnitee or 10.3 in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any Person Seller Indemnitee for which such Person may seek indemnification hereunder is available under this ARTICLE VII (a “Third Third-Party Claim”), subject to the Person or Persons entitled to indemnification hereunder (the “Indemnified Party”) shall promptly notify the Party or Parties required to provide indemnification hereunder (the “Indemnifying Party”) of such Third Party Claim and the claim of indemnification with respect thereto, provided that failure rights of the Indemnified Party to give such prompt notice shall not relieve set forth in this Section 7.5, the Indemnifying Parties of their obligations under this Article X, except Party will have the right to defend the Third-Party Claim with counsel (at its sole cost and expense) reasonably satisfactory to the extentIndemnified Party. The Indemnifying Party will keep the Indemnified Party apprised of all material developments, if at allincluding settlement offers, that with respect to the Indemnifying Parties shall have been prejudiced therebyThird-Party Claim. (b) Upon Notwithstanding the foregoing, (i) the Indemnified Party shall have the right to independently control and assume the defense of any Third-Party Claim to the extent the Indemnifying Party fails to assume the defense of such Third-Party Claim within 30 days of receipt of notice from of the applicable Third-Party Claim, and (ii) the Indemnified Party pursuant shall have the right to Section 10.5(a) and provided that participate jointly with the Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control of such Third Party Claim, but shall allow (at the Indemnified Party a reasonable opportunity to participate Party’s sole cost and expense) in the defense of such Third any Third-Party Claim with its own counsel and at its own expense; provided, that if an Indemnifying Party is also subject to the Third extent such Third-Party Claim and counsel to (X) in the Indemnified Party reasonably determines in writing that a conflict or potential conflict exists between the Indemnifying Party and good faith judgment of the Indemnified Party, then is likely to result in a conflict of interest between the Indemnified Party and the Indemnifying Parties Party, or (Y) would reasonably be expected to have a material adverse effect the Indemnified Party’s Permits or ongoing business operations. For the avoidance of doubt, in the case of clause (i) above, the costs and expenses of the Indemnified Party shall continue to be subject to the indemnification terms pursuant to this ARTICLE VII. In the event that the Indemnified Party elects pursuant to clause (ii) to participate jointly with the Indemnifying Party in the defense of a Third-Party Claim, each party shall keep the other party reasonably informed of, and consult with the other party regarding, any material decisions with respect to the defense of the Third-Party Claim. (c) In addition to the rights set forth in Section 7.5(b), if the defense or settlement of any Third-Party Claim would reasonably be expected to impose non-monetary obligations on the Indemnified Party, including injunctive relief, that are reasonably expected to have an adverse effect in any material respect on the Indemnified Party, the Indemnified Party shall have the right to assume control of such defense (provided, however that, the Indemnifying Party shall have the right to participate jointly with the Indemnified Party at the Indemnifying Party’s cost and expense). In such case, the costs and expenses of the Indemnified Party shall be liable under subject to indemnification terms pursuant to this Article X for VII. (d) No Indemnifying Party may settle or compromise any claim or consent to the fees entry of any judgment with respect to which indemnification or recovery is being sought hereunder without the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld, conditioned, or delayed), unless such settlement, compromise or consent (w) includes an unconditional release of the Indemnified Party and from all liability arising out of such claim, (x) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnified Party, and (y) does not contain any equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party or any of the Indemnified Party’s counsel and any other expenses related to the defense of such Third Party Claim. The Indemnifying Parties shall select counsel, contractors and consultants of recognized standing and competence after consultation with the Indemnified Party; shall take all steps necessary in the defense or settlement of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties in the defense of any Third Party Claim defended by the Indemnifying PartiesAffiliates. (c) The Indemnifying Parties shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim. (d) Each of the Parties hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere in the world.

Third Party Claims. (ai) In the event that any Person desires to make If a claim under Sections 10.2 third party initiates a claim, demand, dispute, lawsuit or 10.3 in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder arbitration (a “Third Third-Party Claim”), the ) against any Person or Persons entitled to indemnification hereunder (the “Indemnified Party”) shall promptly notify with respect to any matter that the Indemnified Party or Parties required to provide might make a claim for indemnification hereunder against any Party (the “Indemnifying Party”) under this ARTICLE 6, then the Indemnified Party must promptly notify the Indemnifying Party in writing of the existence of such Third Third-Party Claim and the claim must deliver copies of indemnification with respect thereto, provided that failure of any documents served on the Indemnified Party with respect to give such prompt notice the Third-Party Claim; provided, however, that any failure on the part of an Indemnified Party to so notify an Indemnifying Party shall not relieve limit any of the obligations of the Indemnifying Parties of their obligations Party under this Article X, ARTICLE 6 (except to the extent, if at alland only to the extent, that such failure materially prejudices the Indemnifying Parties shall have been prejudiced therebydefense of such proceeding). (bii) Upon receipt of the notice from described in Section 6.6(a)(i), the Indemnifying Party will have the right to defend the Indemnified Party pursuant against the Third- Party Claim with counsel reasonably satisfactory to Section 10.5(athe Indemnified Party, provided, that (i) and provided the Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third-Party Claim that the Indemnifying Party confirms in writing that will indemnify the subject matter set forth Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the notice is subject to indemnification nature of, or caused by the Third-Party Claim, (ii) the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control of such Third Party Claim, but shall allow provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third-Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief or are asserted by any Governmental Body, (iv) settlement of, or an adverse judgment with respect to, the Third-Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a reasonable opportunity precedential custom or practice adverse to the continuing business interests or the reputation of the Indemnified Party, (v) the Indemnifying Party conducts the defense of the Third-Party Claim actively and diligently, and (vi) such Third- Party Claim is not related to a Material Supplier or Material Customer. The Indemnifying Party will keep the Indemnified Party apprised of all material developments, including settlement offers, with respect to the Third-Party Claim and permit the Indemnified Party to participate in the defense of such Third the Third-Party Claim with its own counsel and at its own expense; provided, Claim. (iii) In the event that if an Indemnifying Party either (x) any of the conditions under Section 6.6(a)(ii) is also subject to the Third Party Claim and counsel to or becomes unsatisfied or (y) the Indemnified Party shall have reasonably determines concluded that there are likely to be defenses available to it that are different from or additional to those asserted by Indemnifying Party, then, in writing that a conflict or potential conflict exists between the Indemnifying Party and either case, (i) the Indemnified Party, then Party shall have the Indemnifying Parties shall be liable under this Article X for the fees of the Indemnified Party’s counsel and any other expenses related right to direct the defense of such Third Party Claim. The Indemnifying Parties shall select counsel, contractors and consultants of recognized standing and competence after consultation with the Indemnified Party; shall take all steps necessary in the defense or settlement of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties in the defense of any Third Third-Party Claim defended by the Indemnifying Parties. (c) The Indemnifying Parties shall be authorized to and/or consent to a settlement of, or the entry of any judgment arising from, on or enter into any Third settlement with respect to the Third-Party Claim) in any manner the Indemnified Party may reasonably deem appropriate, including, without the consent of any Indemnified Party; but only if limitation, by employing separate counsel at the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; Party’s expense, (ii) not encumber any of the assets of any Indemnifying Party will reimburse the Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified promptly and periodically for the costs of defending against the Third-Party or to the conduct of any Indemnified Party’s business; Claim (including reasonable attorneys’ fees and expenses), and (iii) obtain, as a condition of the Indemnifying Party will remain responsible for any settlement or other resolution, a complete release of any Adverse Consequences the Indemnified Party potentially affected may suffer resulting from, arising out of, relating to, in the nature of, or caused by such Third Party Claim. (d) Each of the Parties hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior to the fullest extent provided in this ARTICLE 6. (iv) Except in circumstances described in Section 6.6(a)(iii), neither the Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes nor the Indemnifying Party will consent to the entry of any claim that a Superior Indemnified Party judgment or Dynamic Indemnified Party, as applicable, may have under this Agreement enter into any settlement with respect to such proceeding the Third-Party Claim without the prior written consent of the other party, which consent will not be unreasonably withheld or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere in the worlddelayed.

Third Party Claims. (a) In the event that any Person desires to make a claim under Sections 10.2 or 10.3 in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder (a “Third Party Claim”), the Person or Persons entitled to indemnification hereunder (the “Indemnified Party”) shall promptly notify the Party or Parties required to provide indemnification hereunder (the “Indemnifying Party”) of such Third Party Claim and the claim of indemnification with respect thereto, provided that failure of the Indemnified Party to give such prompt notice shall not relieve the Indemnifying Parties of their obligations under this Article X, except to the extent, if at all, that the Indemnifying Parties shall have been prejudiced thereby. (b) Upon receipt of notice from the Indemnified Party pursuant to Section 10.5(a) and provided that the The Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control of such Third Party Claim, but shall allow the Indemnified Party a reasonable opportunity be entitled to participate in the defense of any Claim asserted by any Third Party (“Third Party Claim”) and, subject to the limitations set forth in this Section 9.05, shall be entitled to control and appoint lead counsel (reasonably acceptable to the Indemnified Party) for such defense; provided that, prior to assuming control of such defense, the Indemnifying Party must acknowledge that it would have an indemnification obligation for any Losses resulting from such Third Party Claim with its own counsel as provided under this Article 9; and at its own expense; provided, further that if an the Indemnifying Party is also subject shall not be entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim and counsel would be detrimental to the Indemnified Party’s reputation or future business prospects, (iii) the Third Party reasonably determines in writing that a conflict Claim seeks an injunction or potential conflict exists between the Indemnifying Party and equitable relief against the Indemnified Party, then (iv) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the Third Party Claim, as reasonably determined by the Indemnified Parties or (v) the specified damages of such Third Party Claim exceeds an amount equal to the unexhausted portion of the Indemnity Holdback less the sum of (A) the amount subject to any other Claims outstanding plus (B) the reasonably anticipated expenses for litigation of such Claim. The Indemnifying Party shall be liable under this Article X for conduct any such defense in good faith, with appropriate diligence and in the fees best interest of the Indemnified Party’s counsel and any other . All expenses related required to be paid by the Indemnifying Party described in this Article 9 may be paid from the Indemnity Holdback; provided that Parent has provided its written consent regarding all such expenses (which consent shall not be unreasonably withheld). (b) If the Indemnifying Party is not entitled to, has declined to, or does not assume control of the defense of such a Third Party Claim (or has failed to notify the Indemnified Party in writing of its election to defend such Third Party Claim. The ) within thirty (30) days of the Indemnifying Parties Party’s receipt of notice of such Claim, then the Indemnified Party may notify the Indemnifying Party in writing that it elects to assume control of the defense of such a Third Party Claim, in which case, the Indemnifying Party shall select counsel, contractors and consultants not have the right to assume the defense of recognized standing and competence after consultation such Claim. (c) If the Indemnifying Party shall assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 9.05, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party; shall take all steps necessary in the defense or Party before entering into any settlement of such Third Party Claim; Claim if the settlement does not expressly unconditionally release the Indemnified Party from all liabilities and shall at all times diligently and promptly pursue the resolution of obligations with respect to such Third Party Claim. Claim or the settlement imposes injunctive or other equitable relief against, or any other adverse effect on, the Indemnified Party. (d) The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties be entitled to participate in the defense of any Third Party Claim defended and to employ separate counsel of its choice for such purpose. The fees and expenses of such separate counsel shall be borne by the Indemnifying Parties. (c) The Indemnifying Parties shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; but only if provided that the Indemnifying Parties Party shall pay the fees and expenses of such separate counsel (i) pay incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any if representation of both the assets of any Indemnifying Party and the Indemnified Party or agree to any restriction or condition that by the same counsel would apply to or adversely affect any Indemnified Party or to the conduct create a conflict of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claiminterest. (d) Each of the Parties hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere in the world.

Third Party Claims. (a) In the event If an Indemnified Party receives notice or otherwise obtains knowledge of any claim or Action that any Person desires has been or may be brought or asserted by a Third Party that may give rise to make a an indemnification claim under Sections 10.2 or 10.3 in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder an Indemnifying Party (a “Third Party Claim”), then the Person or Persons entitled to indemnification hereunder (the “Indemnified Party”) Party shall promptly notify deliver to the Indemnifying Party or Parties required a written notice in accordance with Section 10.4. The Indemnifying Party under this Article X shall have the right, but not the obligation, to provide indemnification hereunder conduct and control, through counsel of its choosing, any Third Party Claim; provided, that (i) the “Indemnifying Party”) of such Third Party Claim does not relate to or arise in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Third Party Claim solely seeks (and continues to seek) monetary damages and/or equitable or corrective relief (with or without monetary damages, fines or penalties) which equitable relief would not reasonably be expected to adversely affect the claim operations of indemnification KO and NewCo or their respective Affiliates, as applicable, and (iii) the Indemnifying Party expressly agrees with respect thereto, provided that failure of the Indemnified Party in writing to give such prompt notice shall not relieve be fully responsible for all of the Indemnifying Parties of their obligations under this Article XDamages that arise from the Third Party Claim, except subject to the extent, if at all, that the Indemnifying Parties shall have been prejudiced therebylimitations set forth in Section 10.6. (b) Upon receipt If the Indemnifying Party elects to assume the defense of notice from and indemnification for any such matter, then the Indemnifying Party shall not consent to the entry of judgment or enter into any settlement with respect to a Third Party Claim without the prior written consent of the Indemnified Party pursuant (not to Section 10.5(abe unreasonably withheld, conditioned or delayed) unless the judgment or proposed settlement involves (i) only the payment of money, (ii) does not impose an injunction or other equitable relief upon the Indemnified Party, and provided that (iii) includes as a term thereof the Indemnifying release of the Indemnified Party confirms in writing that the subject matter set forth in the notice is subject from all liability with respect to indemnification by the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control of such Third Party Claim. No Indemnified Party may compromise or settle any Third Party Claim for which it is seeking indemnification hereunder without the consent of the Indemnifying Party (which shall not be unreasonably withheld, but conditioned or delayed). The Indemnifying Party shall allow permit the Indemnified Party a reasonable opportunity to participate in, but not control, the defense of any such Action or suit through counsel chosen by the Indemnified Party; provided that the fees and expenses of such counsel shall be borne by the Indemnified Party; provided, further, that such Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such Third Party Claim with its own Action or proceeding, the reasonable fees and expenses of such separate counsel and at its own expense; provided, that if an to be borne by the Indemnifying Party if, but only if, there is also subject to the Third Party Claim and counsel to a conflict of interest between the Indemnified Party reasonably determines in writing that a conflict or potential conflict exists between and the Indemnifying Party and in the Indemnified Party, then the Indemnifying Parties shall be liable under this Article X for the fees conduct of the Indemnified Party’s counsel and any other expenses related to the defense of such Third Party Claim. The If the Indemnifying Parties Party elects not to control or conduct the defense or prosecution of a Third Party Claim, the Indemnifying Party nevertheless shall select counsel, contractors and consultants of recognized standing and competence after consultation with have the Indemnified Party; shall take all steps necessary right to participate in the defense or settlement of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties in the defense prosecution of any Third Party Claim defended by the Indemnifying Partiesand, at its own expense, to employ counsel of its own choosing for such purpose. (c) The Indemnifying Parties shall be authorized to consent to a settlement of, cooperate in the defense or the entry prosecution of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall with such cooperation to include (i) pay or cause the retention and the provision of the Indemnifying Party records and information that are reasonably relevant to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; Third Party Claim, and (ii) not encumber the making available of employees on a mutually convenient basis for providing additional information and explanation of any material provided hereunder and, if applicable, participating in and attending depositions, trials or similar proceedings. (d) The party controlling the defense of a Third Party Claim will (i) keep the non-controlling party reasonably advised of the assets status of such Third Party Claim and the defense thereof and will consider in good faith recommendations made by the non-controlling party with respect thereto and (ii) make available to the non-controlling party any documents or materials in its possession or control that may be necessary to understand the defense of such claim (subject to confidentiality obligations and the protection of the attorney-client privilege). The non-controlling party will furnish the controlling party with such information as it may have with respect to such Third Party Claim (including copies of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and (iii) obtainsummons, as a condition of any settlement complaints or other resolutionpleadings which may have been served on such party and any written claim, a complete release demand, invoice, billing or other document evidencing or asserting the same) and will otherwise reasonably cooperate with and assist the controlling party in the defense of any Indemnified Party potentially affected by such Third Party Claim. (d) Each of the Parties hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere in the world.

Third Party Claims. (a) In the event that any Person party desires to make a claim under Sections 10.2 6.2 or 10.3 6.3 in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any Person party for which such Person party may seek indemnification hereunder (a “Third Party Claim”"THIRD PARTY CLAIM"), the Person party or Persons parties entitled to indemnification hereunder (the “Indemnified Party”"INDEMNIFIED PARTY") shall promptly notify the Party party or Parties parties required to provide indemnification hereunder (the “Indemnifying Party”"INDEMNIFYING PARTY") of such Third Party Claim and the claim of indemnification with respect thereto, provided that failure of the Indemnified Party to give such prompt notice shall not relieve the Indemnifying Parties of their obligations under this Article XVI, except to the extent, if at all, that the Indemnifying Parties shall have been prejudiced thereby. (b) Upon receipt of notice from the Indemnified Party pursuant to Section 10.5(a) and provided that the Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions of this Article X6.5(a), the Indemnifying Parties will, subject to the provisions of Section 10.5(c6.5(c), assume the defense and control of such Third Party Claim, but shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense; providedPROVIDED, that if an Indemnifying Party is also subject to the Third Party Claim and counsel to the Indemnified Party reasonably determines in writing that a conflict or potential conflict exists between the Indemnifying Party and the Indemnified Party, then the Indemnifying Parties shall be liable under this Article X VI for the fees of the Indemnified Party’s 's counsel and any other expenses related to the defense of such Third Party Claim. The Indemnifying Parties shall select counsel, contractors and consultants of recognized standing and competence after consultation with the Indemnified Party; shall take all steps necessary in the defense or settlement of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties in the defense of any Third Party Claim defended by the Indemnifying Parties. (c) The Indemnifying Parties shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s 's business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim. (d) Each of the Parties The parties each hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes of any claim that a Superior an Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on a the Indemnifying Party with respect to such a claim anywhere in the world.

Third Party Claims. (a) In Without limiting the event general application of the other provisions of this Article 9, if another Person not a party to this Agreement alleges facts that, if true, would mean that any Person desires a party has breached its representations and warranties in this Agreement, the party for whose benefit the representations and warranties are made will be entitled to make seek indemnification for those allegations and demands and related Losses under, and pursuant to the terms and limitations set forth in, this Article 9. If an Indemnified Party seeks indemnity under this Article 9 in respect of, arising out of or involving a claim under Sections 10.2 or 10.3 in connection with any actiondemand, suitwhether or not involving a Proceeding, proceeding, or demand at any time instituted against or made upon any by another Person for which such Person may seek indemnification hereunder not a party to this Agreement (a “Third Party Claim”), then such Indemnified Party will include in the Person Claim Notice (i) notice of the commencement or Persons entitled threat of any Proceeding relating to indemnification hereunder such Third Party Claim within 30 days after the Indemnified Party has received written notice of the commencement of the Third Party Claim and (ii) the “Indemnified Party”) shall promptly notify facts constituting the Party or Parties required to provide indemnification hereunder (the “Indemnifying Party”) of basis for such Third Party Claim and the claim amount of indemnification with respect theretothe damages claimed by the other Person, provided that failure in each case to the extent known or available to the Indemnified Party. Notwithstanding the foregoing, no delay or deficiency on the part of the Indemnified Party to give such prompt notice shall not in so notifying the Indemnifying Party will relieve the Indemnifying Parties Party of their obligations any Liability or obligation under this Article X, Agreement except to the extent, if at all, that extent the Indemnifying Parties shall have Party’s ability to defend such claim has been materially prejudiced therebyas a result of the delay or other deficiency. (b) Upon receipt of notice from Within 30 days after the Indemnified Party pursuant to Party’s delivery of a Claim Notice under this Section 10.5(a) and provided that 9.4, the Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), may assume the defense and control of such Third Party Claim, but shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel by giving to the Indemnified Party written notice of the intention to assume such defense, but if and at its own expense; provided, that only if an the Indemnifying Party further: (i) acknowledges in writing to the Indemnified Party that such Indemnified Party is also subject entitled to indemnification under this Article 9 with respect to such Third Party Claim and (ii) retains counsel for the defense of the Third Party Claim and counsel reasonably satisfactory to the Indemnified Party reasonably determines in writing that a conflict or potential conflict exists between the Indemnifying Party and the Indemnified Party, then the Indemnifying Parties shall be liable under this Article X for the fees of the Indemnified Party’s counsel and any other expenses related agrees to diligently prosecute the defense of such the applicable Third Party Claim. The Indemnifying Parties shall select counselHowever, contractors and consultants of recognized standing and competence after consultation with if the Indemnified Party; shall take all steps necessary in the defense or settlement of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with Seller is the Indemnifying Parties Party, in no event may the Indemnifying Party assume, maintain control of, or participate in, the defense of any Third Party Claim defended (A) involving criminal liability, (B) involving a claim by one of the top 10 customers of the Business, in which the outcome could reasonably be expected to adversely affect the Indemnified Party’s future business relationship with such customer or (C) in which the primary remedy sought is an injunction or equitable relief (collectively, clauses (A) – (C), the “Special Claims”). An Indemnifying Party will lose any previously acquired right to control the defense of any Third Party Claim if for any reason the Indemnifying PartiesParty ceases to diligently conduct the defense. (c) If the Indemnifying Party does not, or is not permitted pursuant to Section 9.4(b) to, assume or maintain control of the defense of a Third Party Claim in compliance with Section 9.4(b), the Indemnified Party will have the right to control the defense of the Third Party Claim. If the Indemnified Party controls the defense of the Third Party Claim, the Indemnifying Party agrees to pay to the Indemnified Party promptly upon demand from time to time all reasonable and documented out-of-pocket attorneys’ fees and other reasonable and documented out-of-pocket costs and expenses of defending the Third Party Claim; provided that the Indemnifying Party shall not be liable for the fees and expenses of more than one counsel for all Indemnified Parties. The party not controlling the defense (the “Noncontrolling Party”) of a Third Party Claim may participate therein at its own expense. However, if the Indemnifying Party assumes control of such defense as permitted above and the Indemnified Party reasonably concludes on the good faith advice of outside counsel that the Indemnifying Party and the Indemnified Party have conflicting interests or legal defenses (that are not de minimis in character) that are different available with respect to the Third Party Claim, then the reasonable and documented out-of-pocket fees and expenses of one counsel to all Indemnified Parties shall will be authorized considered and included as “Losses” for purposes of this Agreement. The party controlling the defense (the “Controlling Party”) will reasonably advise the Noncontrolling Party of the status of the Third Party Claim and the defense thereof and, with respect to consent any Third Party Claim that does not relate to a Special Claim, the Controlling Party will consider in good faith recommendations made by the Noncontrolling Party. The Noncontrolling Party will furnish the Controlling Party with such information as it may have with respect to such Third Party Claim and related Proceedings (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise cooperate with and assist in the defense of the Third Party Claim. (d) The Indemnified Party shall not agree to any compromise or settlement of, or the entry of any judgment Judgment arising from, any Third Party Claim, Claim without the prior written consent of the Indemnifying Party, which consent the Indemnifying Party will not unreasonably withhold, condition or delay. The Indemnifying Party will not agree to any compromise or settlement of, or the entry of any Judgment arising from, the Third Party Claim without the prior written consent of the Indemnified Party, which consent the Indemnified Party will not unreasonably withhold, condition or delay; but only provided that the prior written consent of the Indemnified Party will not be required if the Indemnifying Parties shall (i) pay such compromise, settlement or cause to be paid all amounts arising out Judgment does not involve a finding or admission of any violation by the Indemnified Party of any Law, (ii) such compromise, settlement or judgment concurrently includes an unconditional (other than conditions satisfied in connection with the effectiveness applicable compromise, settlement, or judgment, such as the payment of such settlement; (iimonetary damages by the Indemnifying Party) not encumber any release of the assets of any Indemnified Party or agree to by the Person bringing such Third Party Claim from any restriction or condition that would apply to or adversely affect any and all Liabilities such Indemnified Party or may have with respect to the conduct of any Indemnified Party’s business; such Third Party Claim and (iii) obtainthe sole relief provided is monetary damages that are paid in full by the Indemnifying Party. The Indemnified Party will have no Liability with respect to any compromise or settlement of, as a condition or the entry of any settlement or other resolutionJudgment arising from, a complete release of any Indemnified Party potentially affected by such Third Party ClaimClaim effected without its consent given as provided herein. (de) Each of the Parties hereby consents This Section 9.4 shall not apply, and Section 8.7 shall instead apply, to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere in the worldTax Claim.

Third Party Claims. (a) In the event that any If a Proceeding by a Person desires to make who is not a claim under Sections 10.2 party hereto or 10.3 in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder an Affiliate thereof (a “Third Party Claim”)) is made, the commenced or threatened in writing against any Person or Persons entitled to indemnification hereunder pursuant to Section 8.2 (the an “Indemnified Party”) ), and if such Person intends to seek indemnity with respect thereto under this Article VIII, such Indemnified Party shall promptly notify give a Notice of Claim to the party obligated to indemnify such Indemnified Party or Parties required to provide indemnification hereunder (such notified party, the “Indemnifying Responsible Party”); provided that the failure to give such Notice of Claim shall not relieve the Responsible Party of its obligations hereunder, except to the extent that the Responsible Party is actually prejudiced thereby. The Responsible Party shall have thirty (30) days after receipt of such Third notice to assume the conduct and control, through counsel reasonably acceptable to the Indemnified Party Claim and at the expense of the Responsible Party, of the settlement or defense thereof, and the claim Indemnified Party shall cooperate with the Responsible Party in connection therewith (it being acknowledged and agreed that upon such assumption of indemnification with respect theretoconduct and control, the Responsible Party, and not the Indemnified Party, shall have the exclusive right to settle and defend such Proceeding); provided that failure of the Responsible Party shall permit the Indemnified Party to give participate in such prompt notice settlement or defense through counsel chosen by such Indemnified Party (the fees and expenses of such counsel shall not relieve be borne by such Indemnified Party). So long as the Indemnifying Parties of their obligations under this Article XResponsible Party is reasonably contesting any such claim in good faith, except to the extent, if at all, that the Indemnifying Parties shall have been prejudiced thereby. (b) Upon receipt of notice from the Indemnified Party pursuant shall not pay or settle any such claim. If the Responsible Party elects to Section 10.5(a) and provided that the Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume conduct the defense and control settlement of a Third Party Claim, then the Indemnified Party shall have the right to pay or settle such Third Party Claim, but ; provided that in such event it shall allow waive any right to indemnity by the Responsible Party for all Losses related to such claim unless the Responsible Party shall have consented to such payment or settlement. If the Responsible Party does not notify the Indemnified Party a reasonable opportunity to participate in within thirty (30) days after the defense of such Third Party Claim with its own counsel and at its own expense; provided, that if an Indemnifying Party is also subject to the Third Party Claim and counsel to the Indemnified Party reasonably determines in writing that a conflict or potential conflict exists between the Indemnifying Party and the Indemnified Party, then the Indemnifying Parties shall be liable under this Article X for the fees receipt of the Indemnified Party’s counsel and any other expenses related Notice of Claim hereunder that it elects to undertake the defense of such Third thereof, the Indemnified Party Claimshall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Indemnifying Parties Responsible Party shall select counselnot, contractors and consultants of recognized standing and competence after consultation except with the consent of the Indemnified Party; Party (which shall take not be unreasonably withheld or delayed), enter into any settlement that does not include as a term thereof the giving by the Person(s) asserting such claim to all steps necessary in the defense Indemnified Parties of a release from all liability with respect to such claim or settlement consent to entry of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claimany judgment. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with in no event settle (or consent to the Indemnifying Parties in the defense of settlement of) any Third Party Claim defended without the prior written consent of the Responsible Party. Any non-compliance by the Indemnifying Parties. (c) The Indemnifying Parties Indemnified Party with the terms and conditions of this Section 8.3 shall be authorized deemed a waiver of such Indemnified Party’s right to consent to a settlement of, or indemnification hereunder and shall unconditionally absolve the entry Responsible Party of any judgment arising from, obligation to provide any Third Party Claim, without the consent indemnification hereunder in respect of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay Losses related to or cause to be paid all amounts arising out of such settlement or judgment concurrently in connection with the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim. (db) Each All of the Parties hereby consents to parties hereto shall cooperate in the nonexclusive jurisdiction defense or prosecution of any court in which a proceeding Third Party Claim in respect of which indemnity may be sought hereunder and each of Parent and the Surviving Corporation (or a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Partyduly authorized representative of such party) shall (and shall cause the Company to) furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere reasonably requested in the worldconnection therewith.

Third Party Claims. The obligations and liabilities of the Company Stockholders with respect to their respective indemnities pursuant to this Article IX, resulting from any Third Party Claim shall be subject to the following terms and conditions: (a) In The party seeking indemnification (the event that "Indemnified Party") must give the party obligated to indemnify (the "Indemnifying Party"), notice of any Person desires to make a claim under Sections 10.2 or 10.3 in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder (a “Third Party Claim”)Claim which is asserted against, resulting to, imposed upon or incurred by the Person Indemnified Party and which may give rise to liability of the Indemnifying Party pursuant to this Article IX, stating (to the extent known or Persons entitled to indemnification hereunder (reasonably anticipated) the “Indemnified Party”) shall promptly notify the Party or Parties required to provide indemnification hereunder (the “Indemnifying Party”) nature and basis of such Third Party Claim and the claim of indemnification with respect thereto, amount thereof; provided that the failure to give such notice shall not affect the rights of the Indemnified Party to give such prompt notice shall not relieve the Indemnifying Parties of their obligations under this Article X, hereunder except to the extent, if at all, extent (i) that the Indemnifying Parties Party shall have been prejudiced therebysuffered actual damage by reason of such failure, or (ii) such failure or delay materially adversely affects the ability of the Indemnifying Party to defend, settle or compromise such Third Party Claim. (b) Upon receipt of notice from the Indemnified Party pursuant Subject to Section 10.5(a9.03(c) and provided that below, if the Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control assumes responsibility for Losses arising out of such Third Party Claim, but then the Indemnifying Party shall allow have the Indemnified Party a reasonable opportunity right to participate in undertake, by counsel or other representatives of its own choosing, the defense of such Third Party Claim with its own counsel at the Indemnifying Party's risk and at its own expense; provided, . (c) In the event that if an (i) the Indemnifying Party is also subject shall elect not to the Third Party Claim and counsel to undertake such defense, (ii) within a reasonable time after notice from the Indemnified Party reasonably determines in writing that a conflict or potential conflict exists between the Indemnifying Party and the Indemnified Party, then the Indemnifying Parties shall be liable under this Article X for the fees of the Indemnified Party’s counsel and any other expenses related to the defense of such Third Party Claim. The , the Indemnifying Parties Party shall select counselfail to undertake to defend such Third Party Claim, contractors or (iii) there is a reasonable probability that such Third Party Claim may materially and consultants of recognized standing and competence after consultation with adversely affect the Indemnified Party other than as a result of money damages or other money payments, then the Indemnified Party (upon further written notice to the Indemnifying Party; ) shall take all steps necessary in have the defense right to undertake the defense, compromise or settlement of such Third Party Claim; , by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party. In the event that the Indemnified Party undertakes the defense of a Third Party Claim under this Section 9.03, the Indemnifying Party shall at pay to the Indemnified Party, in addition to the other sums required to be paid hereunder, the reasonable costs and expenses incurred by the Indemnified Party in connection with such defense, compromise or settlement as and when such costs and expenses are so incurred. (d) Anything in this Section 9.03 to the contrary notwithstanding, (i) neither the Indemnified Party nor the Indemnifying Party shall, without the other party's written consent (which consent shall not be unreasonably withheld or delayed), settle or compromise such Third Party Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all times diligently and promptly pursue the resolution liability in respect of such Third Party Claim. The Indemnified Party shall, Claim in form and shall cause each of its Affiliates and representatives to, cooperate fully with substance satisfactory to the Indemnifying Parties in the defense of any Third Party Claim defended by the Indemnifying Parties. (c) The Indemnifying Parties shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any in the event that a party hereto undertakes defense of such Third Party Claim in accordance with this Section 9.03, the assets other parties, by counsel or other representative of any Indemnified Party their own choosing and at their sole cost and expense, shall have the right to participate in the defense, compromise or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to settlement thereof and each party and its counsel and other representatives shall cooperate with the conduct of any Indemnified Party’s businessother party and its counsel and representatives in connection therewith; and (iii) obtain, as a condition the party that undertakes the defense of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim. (d) Each Claim in accordance with this Section 9.03 shall have an obligation to keep the other parties informed of the Parties hereby consents to status of the nonexclusive jurisdiction defense of any court in which a proceeding in respect of a Third-such Third Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Partyand furnish the other parties with all documents, as applicable, for purposes of any claim instruments and information that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere other parties shall reasonably request in the worldconnection therewith.

Third Party Claims. (a) In the event that If any claim is instituted by or against a third party with respect to which any Indemnified Person desires or Seller Indemnitee (an “Indemnified Party”) intends to make a claim under Sections 10.2 or 10.3 in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder Damages (a “Third Party Claim”), the Person or Persons entitled pursuant to indemnification hereunder (the “this Article VIII, such Indemnified Party”) Party shall promptly notify the Party or Parties required to provide from whom indemnification hereunder is being claimed (the “Indemnifying Party”) of such claim and, in any event, within fifteen (15) days after receipt by such Indemnified Party of written notice of such Third-Party Claim. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within ten (10) days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim and the claim of indemnification with respect thereto, Claims. The notice provided that failure of by the Indemnified Party to the Indemnifying Party shall describe the Third Party Claim (the “Asserted Liability”) in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Damages that have been or may be suffered by the Indemnified Party. The failure of an Indemnified Party to give such prompt any notice required by this Section 8.7(a) shall not relieve the Indemnifying Parties affect any of their obligations such Party’s rights under this Article X, VIII or otherwise except and to the extent, if at all, extent that such failure is prejudicial to the rights or obligations of the Indemnifying Parties shall have been prejudiced therebyParty. (b) Upon receipt The Indemnifying Party may elect to defend, at its own expense and with its own counsel reasonably satisfactory to the Indemnified Party, any Asserted Liability, unless the Asserted Liability is one in which: (i) the Third Party asserting the claim is a current, ongoing customer of notice from the Company or the Buyer; (ii) an adverse judgment with respect to the Asserted Liability will establish a precedent materially adverse to the continuing business interests of the Indemnified Party; or (iii) there is a conflict of interest between the Indemnified Party pursuant to Section 10.5(a) and provided that the Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject to indemnification by conduct of such defense. If the Indemnifying Party under elects to defend the applicable provisions of this Article XAsserted Liability, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control of such Third Party Claim, but shall allow the Indemnified Party a reasonable opportunity to participate shall cooperate, at the expense of the Indemnifying Party, in the defense of such Third Party Claim with its own counsel Asserted Liability and at its own expense; provided, that if an Indemnifying Party is also subject to the Third Party Claim and counsel to the Indemnified Party reasonably determines in writing that a conflict or potential conflict exists between the Indemnifying Party and the Indemnified Party, then the Indemnifying Parties shall be liable under this Article X for the fees of the Indemnified Party’s counsel and not admit any other expenses related to the defense of such Third Party Claim. The Indemnifying Parties shall select counsel, contractors and consultants of recognized standing and competence after consultation liability with the Indemnified Party; shall take all steps necessary in the defense or settlement of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shall, and shall cause each of its Affiliates and representatives respect to, cooperate fully with the Indemnifying Parties in the defense of any Third Party Claim defended by the Indemnifying Parties. (c) The Indemnifying Parties shall be authorized to consent to a settlement ofor settle, compromise or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by discharge such Third Party Claim. (c) In any case in which the Indemnified Party retains the defense of the Asserted Liability, the Indemnifying Party may participate in the defense of the Asserted Liability, and neither party shall admit any liability with respect to, or settle, compromise or discharge such Third Party Claim without the other party’s prior written consent, (which consent shall not be unreasonably withheld or delayed). (d) Each If the Indemnifying Party chooses to defend or participate in the defense of any Asserted Liability as provided hereunder, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense and shall otherwise cooperate in the defense of such Asserted Liability. (e) The Indemnified Party may pay, compromise or defend any Asserted Liability in which the Indemnifying Party does not assume or participate in the defense, at the sole cost and expense of the Parties hereby consents Indemnifying Party if, and to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-extent, the Indemnifying Party Claim is brought against any Superior determined to be liable for indemnification to the Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere in the worldAgreement.

Third Party Claims. (a) In The Indemnified Party seeking indemnification under this Agreement shall promptly notify the event that Party against whom indemnification is sought (the “Indemnifying Party”) of the assertion of any Person desires to make a claim under Sections 10.2 claim, or 10.3 in connection with the commencement of any action, suit, proceeding, suit or demand at proceeding by any time instituted against or made upon any Person for which such Person may seek indemnification hereunder Third Party (a “Third Party Claim”), in respect of which indemnity may be sought hereunder and shall give the Person or Persons entitled to indemnification hereunder (the “Indemnified Party”) shall promptly notify the Indemnifying Party or Parties required to provide indemnification hereunder (the “Indemnifying Party”) of such Third Party Claim and the claim of indemnification information with respect theretothereto as the Indemnifying Party may reasonably request, provided that but failure of the Indemnified Party to give such prompt notice shall not relieve the Indemnifying Parties Party of their obligations under this Article X, except any liability hereunder (unless and to the extent, if at all, extent that the Indemnifying Parties Party has suffered material prejudice by such failure). The Indemnifying Party shall have been prejudiced thereby. the right, but not the obligation, exercisable by written notice to the Indemnified Party within twenty (b20) Upon days of receipt of notice from the Indemnified Party pursuant to Section 10.5(a) and provided that of the Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions commencement of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control or assertion of such Third Party Claim, but shall allow the Indemnified Party a reasonable opportunity to participate in assume the defense and control the settlement of any such Third Party Claim with its own counsel if and at its own expense; provided, that only if an (i) the Indemnifying Party is also subject acknowledges in writing its obligation to the Third Party Claim and counsel to indemnify the Indemnified Party reasonably determines in writing that a conflict or potential conflict exists between the Indemnifying Party for any and the Indemnified Party, then the Indemnifying Parties shall be liable under this Article X for the fees of the Indemnified Party’s counsel and any other expenses related to the defense all Losses arising out of such Third Party Claim. The Indemnifying Parties shall select counsel, contractors (ii) such Third Party Claim involves (and consultants continues to involve) claims solely for money damages or involves (and continues to involve) claims for both money damages and equitable relief against the Indemnified Party that cannot be severed, where, in the reasonable good faith opinion of recognized standing and competence after consultation with the Indemnified Party; shall take all steps necessary in , the defense or settlement of such claims for money damages are the primary claims asserted by the Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claimclaims for equitable relief are incidental to the claims for money damages. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with In the event that the Indemnifying Parties in Party exercises its right to control the defense of any Third Party Claim defended as provided above, then the other Party shall cooperate in such defense and make available all witnesses, pertinent records, materials and information in such Party’s possession and control relating thereto as is reasonably required by the Indemnifying PartiesParty conducting the defense. (b) The Indemnifying Party or the Indemnified Party, as the case may be, shall have the right to participate in (but not control), at its own expense, the defense of any Third Party Claim that the other is defending, as provided in this Agreement. (c) The If the Indemnifying Parties Party has assumed the defense of any Third Party Claim as provided in this Agreement, the Indemnifying Party shall be authorized to not settle, enter into any compromise, consent to a settlement of, or consent to the entry of any judgment arising from, any such Third Party Claim, Claim without the consent of any Indemnified Party; but only if the Indemnifying Parties ’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, unless (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with relates solely to monetary damages for which the effectiveness of such settlement; Indemnifying Party has acknowledged and accepted full responsibility to indemnify the Indemnified Party, and (ii) not encumber any the terms of the assets settlement include a full and unconditional release of the Indemnified Party and all of its Affiliates in respect of the subject matter of such Third Party Claim and all related claims and damages arising therefrom and no acknowledgement or acceptance of any fault or blame on the part of the Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or Party. In addition to the conduct of any foregoing, the Indemnifying Party shall not, without the Indemnified Party’s business; and prior written consent, enter into any compromise or settlement that (iiii) obtain, as a condition of any settlement or other resolution, a complete release of any commits the Indemnified Party potentially affected to take, or to forbear to take, any action, or (ii) does not provide for a full and unconditional release by such Third Party Claim. (d) Each of the Parties hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere in the world.

Third Party Claims. (a) In the event that any Person desires to make If a claim under Sections 10.2 or 10.3 in connection with by a third party is made against any action, suit, proceeding, or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder Indemnified Party (a “Third Party Claim”), the Person or Persons entitled and if such Indemnified Party intends to indemnification hereunder (the “seek indemnity with respect thereto under this Article VIII, such Indemnified Party”) Party shall promptly notify the Indemnifying Party or Parties required of such Third Party Claim; provided, that the failure to provide indemnification hereunder so notify shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Party is actually and materially prejudiced thereby. The Indemnifying Party shall have three (3) Business Days after receipt of such notice to assume the “conduct and control, through counsel reasonably acceptable to the Indemnified Party at the expense of the Indemnifying Party”, of the settlement or defense of such Third Party Claim; provided, that the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party; provided, that the fees and expenses of such counsel shall be borne by such Indemnified Party, and provided, further, that the Indemnifying Party shall not be entitled to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) such Third Party Claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation against Purchasers; (ii) such Third Party Claim seeks an attachment (embargo) or other non-monetary relief against the Indemnified Party; (iii) the Indemnifying Party, in the reasonable judgment of the Indemnified Party, failed or is failing to vigorously prosecute or defend such Third Party Claim; (iv) no conflict of interest arises that prohibits, in the reasonable judgment of the Indemnified Party, a single counsel from representing both the Indemnifying Party and Indemnified Party in connection with the defense of such Third Party Claim; (v) the defense of such Third Party Claim and by the claim of indemnification with respect theretoIndemnifying Party will, provided that failure in the reasonable judgment of the Indemnified Party, have a material adverse effect on the Indemnified Party to give such prompt notice shall not relieve or any business thereof; or (vi) the Indemnifying Parties Party does not have sufficient financial resources, in the reasonable judgment of their obligations under this Article Xthe Indemnified Party, except to satisfy the extent, if at all, amount of any adverse monetary judgment that the Indemnifying Parties shall have been prejudiced therebyis reasonably likely to result. (b) Upon receipt If the Indemnifying Party has assumed the defense of notice from a Third Party Claim in accordance with Section 8.7(a), the Indemnified Party pursuant shall have the right to Section 10.5(a) employ separate counsel in any such action or claim and provided that the Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control of such Third Party Claim, but shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim, but the fees and expenses of such counsel shall not be at the expense of the Indemnifying Party. So long as the Indemnifying Party assumes the defense of a Third Party Claim, neither the Indemnified Party nor the Indemnifying Party (except as provided in Section 8.7(d)) shall admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim with without the other party's prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the preceding sentence, the Indemnified Party shall have the right, in its own counsel and sole discretion, to pay or settle any such Third Party Claim at its own expense; provided, that if an Indemnifying Party is also subject to the Third Party Claim and counsel to provided that, in such event, the Indemnified Party reasonably determines shall waive any rights to indemnity hereunder in writing that a conflict or potential conflict exists between respect of the matter so settled without the Indemnifying Party's consent. (c) If the Indemnifying Party and does not notify the Indemnified Party, then Party within three (3) Business Days after the Indemnifying Parties shall be liable under this Article X for the fees receipt of the Indemnified Party’s counsel and any other expenses related to the defense notice of such Third Party Claim. The Indemnifying Parties shall select counsel, contractors and consultants of recognized standing and competence after consultation with the Indemnified Party; shall take all steps necessary in the defense or settlement of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties in the defense of any a Third Party Claim defended of indemnity hereunder that it elects to undertake the defense thereof, the Indemnified Party shall have the right to contest, settle or compromise the Third Party Claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. (d) The Indemnifying Party shall not, except with the consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned), enter into any settlement unless such settlement (i) is entirely indemnifiable by the Indemnifying Parties. (c) The Indemnifying Parties shall be authorized Party pursuant to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlementthis Article VIII; (ii) not encumber any includes as an unconditional term thereof the giving by the Person or Persons asserting such Third Party Claim to all Indemnified Parties of the assets an unconditional release from all liability with respect to such Third Party Claim or consent to entry of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s businessjudgment; and (iii) obtain, as a condition does not impose any injunctive relief or other restrictions of any settlement kind or other resolutionnature on any Indemnified Party. (e) The Indemnified Party shall make available records relating to such Third Party Claim and shall furnish, a complete release at the Indemnifying Party’s expense to the Indemnifying Party and/or its counsel, such employees of the Indemnified Party as may be reasonably necessary for the preparation of the defense of any Indemnified such Third Party potentially affected by Claim or for testimony as witnesses in any proceeding relating to such Third Party Claim. (d) Each of the Parties hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere in the world.

Third Party Claims. (a) In the event that any Person desires to make case of a claim under Sections 10.2 or 10.3 in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder (a “Third Party Claim”), the Person or Persons entitled to indemnification hereunder (the “Indemnified Party”) shall promptly notify the Party or Parties required to provide indemnification hereunder (the “Indemnifying Party”) of such Third Party Claim and the claim of indemnification with respect thereto, provided that failure of the Indemnified Party to give such prompt notice shall not relieve the Indemnifying Parties of their obligations under this Article X, except to the extent, if at all, that the Indemnifying Parties shall have been prejudiced thereby. (b) Upon receipt of notice from the Indemnified Party pursuant to Section 10.5(a) and provided that the Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control of such Third Party Claim, but shall allow the Indemnified Party Indemnitor may, within twenty (20) days of receipt of a reasonable opportunity to participate in Claim Notice (the “Indemnity Notice Period”), assume the defense of such Third Party Claim with its own in which case the Indemnitor shall have the right to: (i) control and conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the claim; (ii) take all other reasonable steps or proceedings to settle or defend any such Third Party Claim; provided, that the Indemnitor shall not settle any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned, or delayed, it being understood that such consent may be withheld in the Indemnified Party’s sole discretion if any such settlement does not include a complete written release of the Indemnified Party from further liability or imposes any injunctive relief or operational restrictions against such Indemnified Party); and (iii) employ counsel designated by the Indemnitor to contest any such Third Party Claim in the name of the Indemnified Party or otherwise. (b) Notwithstanding the foregoing, the Indemnitor shall not be entitled to undertake the defense of a Third Party Claim if: (i) such claim demands injunctive or other equitable relief material to the Indemnified Party; (ii) such claim involves a claim which would materially injure the Indemnified Party’s reputation, customer or supplier relations; or (iii) the Indemnitor fails diligently to defend such proceeding. (c) If the Indemnitor does not deliver to the Indemnified Party within the Indemnity Notice Period written notice that the Indemnitor shall assume the defense of any such Third Party Claim, then the Indemnified Party may defend against any such Third Party Claim in any such manner as it may deem appropriate and Losses of such Indemnified Party shall include the reasonable fees and disbursements of counsel for the Indemnified Party as incurred. If the Indemnified Party controls the defense of any such claim, the Indemnified Party shall: (i) provide to the Indemnitor information regarding the status of the claim as the Indemnitor may reasonably request; (ii) allow the Indemnitor to participate in (but not control) the defense of the claim at its own expense; (iii) promptly communicate to the Indemnitor all settlement offers given or received in the proceeding; provided, however, that if an Indemnifying Party is also subject to the Third Party Claim and counsel to Indemnitor directs the Indemnified Party reasonably determines in writing to accept any monetary settlement offer that a conflict or potential conflict exists between the Indemnifying Party and does not impose any non-monetary obligations on the Indemnified Party, the Indemnitor agrees to be liable for such settlement, and the Indemnified Party refuses to accept such settlement offer, then the Indemnifying Parties Indemnitor’s liability for such claim shall be liable under this Article X for limited to the fees amount of such settlement offer; (iv) obtain the prior written consent of the Indemnified Party’s counsel Indemnitor (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of the claim; and any other expenses related to (v) reasonably cooperate with the Indemnitor in connection with such participation. (d) In the event that the Indemnitor does assume the defense of such Third Party Claim. The Indemnifying Parties shall select counsel, contractors and consultants of recognized standing and competence after consultation with the Indemnified Party; shall take all steps necessary in the defense or settlement of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party Indemnitor shall, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties in the defense of any Third Party Claim defended by the Indemnifying Parties. (c) The Indemnifying Parties shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall : (i) pay or cause provide to be paid all amounts arising out the Indemnified Party information regarding the status of such settlement or judgment concurrently with the effectiveness of such settlementclaim as the Indemnified Party may reasonably request; (ii) allow the Indemnified Party to participate in (but not encumber any control) the defense of the assets of any claim at its own expense; (iii) promptly communicate to the Indemnified Party all settlement offers given or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to received in the conduct of any Indemnified Party’s businessproceeding; and (iiiiv) obtain, as a condition of any settlement or other resolution, a complete release of any reasonably cooperate with the Indemnified Party potentially affected by in connection with such Third Party Claimparticipation. (de) Each of the Parties hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement The parties shall use commercially reasonable efforts with respect to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect any information shared pursuant to such a claim anywhere in the worldthis Section 9.4 to preserve attorney-client privilege.

Third Party Claims. (a) In the event that If any Person desires to make Claims Notice identifies a claim under Sections 10.2 or 10.3 in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder Liability Claim brought by a third party (a “Third Party Claim” and together with the Liability Claims, the “Claims”), then the Person or Persons entitled Indemnifying Party has the right, exercisable by written notice to indemnification hereunder (the “Indemnified Party”) shall promptly notify the Party or Parties required to provide indemnification hereunder (the “Indemnifying Party”) of such Third Party Claim and the claim of indemnification with respect thereto, provided that failure of the Indemnified Party to give such prompt notice shall not relieve the Indemnifying Parties of their obligations under this Article X, except to the extent, if at all, that the Indemnifying Parties shall have been prejudiced thereby. (b) Upon within ten days after receipt of notice from the Indemnified Party pursuant such Claims Notice, to Section 10.5(a) assume and provided that the Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control of such Third Party Claim, but shall allow the Indemnified Party a reasonable opportunity to participate in conduct the defense of such Third Party Claim in accordance with its own the limits set forth in this Agreement with counsel and at its own expense; provided, that if an selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party; provided that (i) the defense of such Third Party Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnified Party, have a material adverse effect on the Indemnified Party; (ii) the Indemnifying Party has sufficient financial resources, in the reasonable judgment of the Indemnified Party, to satisfy the amount of any adverse monetary judgment that is also subject reasonably likely to result; (iii) the Third Party Claim solely seeks (and counsel continues to seek) monetary damages; and (iv) the Indemnified Indemnifying Party reasonably determines expressly agrees in writing that a conflict or potential conflict exists as between the Indemnifying Party and the Indemnified Party, then the Indemnifying Parties shall be liable under Party may only satisfy and discharge the Third Party Claim in accordance with the limits set forth in this Article X for Agreement (the fees of conditions set forth in clauses (i) through (iv) are, collectively, the Indemnified Party’s counsel and any other expenses related to “Litigation Conditions”). If the Indemnifying Party does not assume the defense of a Third Party Claim in accordance with this Section 7.2(b), then the Indemnified Party may continue to defend the Third Party Claim. Notwithstanding the foregoing, if (A) any of the Litigation Conditions cease to be met or (B) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third Party Claim, the Indemnified Party may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection with such defense. The Indemnifying Parties shall select counsel, contractors and consultants of recognized standing and competence after consultation with Party or the Indemnified Party; shall take all steps necessary , as the case may be, has the right to participate in the defense or settlement of such Third Party Claim; and shall (but not control), at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shallits own expense, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties in the defense of any Third Party Claim defended by which the Indemnifying Parties. (c) other is defending as provided in this Agreement. The Indemnifying Parties shall be authorized to Party, if it has assumed the defense of any Third Party Claim as provided in this Agreement, may not, without the prior written consent of the Indemnified Party, consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim that (1) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a complete release from all liability in respect of such Third Party Claim, without (2) grants any injunctive or equitable relief or (3) may reasonably be expected to have a material adverse effect on the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any of the assets of any . The Indemnified Party or agree has the right to settle any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim, the defense of which has not been assumed by the Indemnifying Party. (d) Each of the Parties hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere in the world.

Third Party Claims. (ai) In If any third party shall notify either Party (the event that “Indemnified Party”) with respect to any Person desires to make a claim under Sections 10.2 or 10.3 in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder matter (a “Third Party Claim”), ) which may give rise to a claim for indemnification against the Person or Persons entitled to indemnification hereunder (the “Indemnified Party”) shall promptly notify the other Party or Parties required to provide indemnification hereunder (the “Indemnifying Party”) under this Article 12, then the Indemnified Party shall promptly (and in any event within ten (10) business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure. (ii) The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement releases the Indemnified Party completely in connection with such Third Party Claim and the claim of indemnification with respect thereto, provided that failure of would not otherwise adversely affect the Indemnified Party to give such prompt notice shall not relieve Party. Notwithstanding the Indemnifying Parties of their obligations under this Article Xforegoing, except to the extent, if at all, that the Indemnifying Parties shall have been prejudiced thereby. (b) Upon receipt of notice from the Indemnified Party pursuant to Section 10.5(a) and provided that the Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject shall not be entitled to indemnification by the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control of such Third Party Claim, but shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense; provided, that if an Indemnifying Party is also subject to the Third Party Claim and counsel to the Indemnified Party reasonably determines in writing that a conflict or potential conflict exists between the Indemnifying Party and the Indemnified Party, then the Indemnifying Parties shall be liable under this Article X for the fees of the Indemnified Party’s counsel and any other expenses related to the defense of such Third Party Claim. The Indemnifying Parties shall select counsel, contractors and consultants of recognized standing and competence after consultation with the Indemnified Party; shall take all steps necessary in the defense or settlement of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties in the defense of any Third Party Claim defended (and shall be liable for the reasonable fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party that the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, the Indemnifying PartiesParty shall be entitled to assume the defense of the portion relating to money damages. (ciii) The Unless and until the Indemnifying Parties shall be authorized to Party assumes the defense of the Third Party Claim as provided above, however, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate. Notwithstanding the above, the Indemnified Party will not consent to a settlement of, or the entry of any judgment arising from, or enter into any settlement with respect to the Third Party Claim, Claim without the prior written consent of any Indemnified Party; but only if the Indemnifying Parties shall Party (i) pay or cause not to be paid all amounts arising out of such settlement withheld or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claimdelayed unreasonably). (div) Each The Party defending a Third Party Claim shall conduct the defense actively and diligently, and all Parties shall cooperate in the defense of such claim. Such cooperation shall include the Parties hereby consents provision and access to the nonexclusive jurisdiction defending Party of any court in which a proceeding in respect of a Third-documents, information, books and records reasonably requested by the defending Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect and material to such proceeding or the matters alleged therein claim, and agree that process making available employees as may be served on a reasonably requested by the Party defending such claim and as shall be reasonably required in connection with respect to the defense of such a claim anywhere in the worldand litigation resulting therefrom.

Third Party Claims. (a) In If any claim is made or proceeding is instituted by any third Person in respect of which the event that any Person desires to make Indemnified Party may seek recovery hereunder (other than a Tax Controversy, procedures for which are set out in Section 7.9 or a claim under Sections 10.2 clause (iv), (v) or 10.3 in connection with any action(vi) of Section 10.2, suit, proceeding, or demand at any time instituted against or made upon any Person procedures for which such Person may seek indemnification hereunder are set out in Section 10.12) (a “Third Party Claim”"THIRD-PARTY CLAIM"), the Person or Persons entitled Indemnified Party shall give written notice thereof to the Indemnifying Party, describing in reasonable detail the nature of the Third-Party Claim, within fifteen (15) days after receipt by the Indemnified Party of notice of the Third-Party Claim; PROVIDED, HOWEVER, that the failure to give timely notice shall not affect the rights to indemnification hereunder (to the “Indemnified Party”) shall promptly notify the Party or Parties required to provide indemnification hereunder (the “Indemnifying Party”) of such Third Party Claim and the claim of indemnification with respect thereto, provided that failure of extent the Indemnified Party demonstrates that the Indemnifying Party suffered no actual damage as a result of such failure; PROVIDED FURTHER, that, in the event of such failure to give timely notice, the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such prompt notice notice. Thereafter, the Indemnified Party shall not relieve deliver to the Indemnifying Parties Party, promptly after the Indemnified Party's receipt thereof, copies of their obligations under this Article Xall notices and documents, except to including citations, summons and similar court papers, received by the extent, if at all, that Indemnified Party in respect of the Indemnifying Parties shall have been prejudiced therebyThird-Party Claim. (b) Upon receipt of notice from the Indemnified Party pursuant to Section 10.5(a) and provided that the The Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control of such Third Party Claim, but shall allow the Indemnified Party a reasonable opportunity be entitled to participate in the defense defence of such Third any Third-Party Claim and, if it so chooses, to assume the defence thereof with counsel of its own counsel and at its own expense; provided, that if an choice. If the Indemnifying Party is also subject so elects to assume the Third defence of a Third-Party Claim and counsel Claim, the Indemnifying Party shall not be liable to the Indemnified Party reasonably determines for any legal expenses subsequently incurred by the Indemnified Party in writing that a conflict or potential conflict exists between connection with the defence thereof (but the Indemnifying Party and shall be so liable for such legal expenses incurred from the Indemnified Party, then date the Indemnifying Parties shall be liable under this Article X for the fees Party receives notice of the Indemnified Party’s counsel and any other expenses related Third-Party Claim pursuant to Paragraph (a) above to the defense of such Third Party Claim. The Indemnifying Parties shall select counsel, contractors and consultants of recognized standing and competence after consultation with the Indemnified Party; shall take all steps necessary in the defense or settlement of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with date the Indemnifying Parties in Party assumes the defense of any Third Party Claim defended by the Indemnifying Partiesdefence thereof pursuant to this Paragraph (b)). (c) The Indemnifying Parties Indemnified Party shall be authorized entitled to consent to a settlement of, or participate in the entry defence of any judgment arising from, any Third Third-Party Claim, without the consent defence of which has been assumed by the Indemnifying Party, and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall at all times control the defence of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Third-Party Claim. (d) Each If the Indemnifying Party chooses to defend or prosecute a Third-Party Claim, the Indemnified Party shall, at its own cost, cooperate in all reasonable respects in the investigation, trial and defence thereof and in connection with any appeal arising therefrom. Without limiting the generality of the Parties hereby consents foregoing, the Indemnified Party shall retain and, upon the Indemnifying Party's request, provide to the nonexclusive jurisdiction Indemnifying Party copies of all records and information which are reasonably relevant to such Third-Party Claim, and make employees available on a mutually convenient basis to provide additional information and explanation of any court material furnished hereunder. (e) If the Indemnifying Party chooses to defend or prosecute any Third-Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third-Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay to the Indemnified Party the full amount of the liability in connection with such Third Party Claim. If the proposed settlement, compromise or discharge does not require full payment of such liability to the Indemnified Party, the Indemnified Party shall have the right to consent to such settlement, compromise or discharge (which a proceeding in respect consent shall not be unreasonably withheld or delayed). (f) Whether or not the Indemnifying Party shall have assumed the defence of a Third-Party Claim is brought against any Superior Claim, the Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes of shall not admit any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement liability with respect to to, or settle, compromise or discharge, such proceeding Third-Party Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere in the worlddelayed).

Third Party Claims. (a) In If a Third Party Claim is brought against an Indemnified Party and it gives notice to the event that any Person desires to make a claim under Sections 10.2 or 10.3 in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any Person for which Indemnifying Party of the commencement of such Person may seek indemnification hereunder (a “Third Party Claim”), the Person or Persons Indemnifying Party will be entitled to indemnification hereunder participate in such Third Party Claim and, unless the claim involves Taxes, to the extent that it wishes (unless (i) the “Indemnified Party”) shall promptly notify the Indemnifying Party or Parties required is also a party to provide indemnification hereunder (the “Indemnifying Party”) of such Third Party Claim and the claim Indemnified Party determines in good faith that joint representation would be inappropriate, or (ii) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such Third Party Claim and provide indemnification with respect thereto, provided that failure of the Indemnified Party to give such prompt notice shall not relieve the Indemnifying Parties of their obligations under this Article X, except to the extent, if at all, that the Indemnifying Parties shall have been prejudiced thereby. (b) Upon receipt of notice from the Indemnified Party pursuant to Section 10.5(a) and provided that the Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control of such Third Party Claim), but shall allow the Indemnified Party a reasonable opportunity to participate in assume the defense of such Third Party Claim with its own counsel and at its own expense; provided, that if an Indemnifying Party is also subject to the Third Party Claim and counsel reasonably satisfactory to the Indemnified Party reasonably determines in writing that a conflict or potential conflict exists between and, after notice from the Indemnifying Party and to the Indemnified PartyParty of its election to assume the defense of such Third Party Claim, then the Indemnifying Parties shall Party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Article X Section 10 for the any fees of the Indemnified Party’s other counsel and or any other expenses related with respect to the defense of such Third Party Claim. The Indemnifying Parties shall select counsel, contractors and consultants of recognized standing and competence after consultation in each case subsequently incurred by the Indemnified Party in connection with the Indemnified Party; shall take all steps necessary in the defense or settlement of such Third Party Claim, other than reasonable costs of investigation. If the Indemnifying Party assumes the defense of a Third Party Claim, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Third Party Claim are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party's consent unless (A) there is no finding or admission of any violation of any Regulation or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Party, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party; and shall at all times diligently (iii) the Indemnified Party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an Indemnifying Party of the commencement of any Third Party Claim and promptly pursue the resolution Indemnifying Party does not, within ten business days after the Indemnified Party's notice is given, give notice to the Indemnified Party of its election to assume the defense of such Third Party Claim. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties Party will be bound by any determination made in the defense of any such Third Party Claim defended or any compromise or settlement effected by the Indemnifying Parties. (c) The Indemnifying Parties shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim. (d) Each of the Parties hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere in the world.

Third Party Claims. (a) In the event that any Person desires to make an Indemnified Party becomes aware of a third party claim under Sections 10.2 or 10.3 in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder (a “Third Party Claim”)) that the Indemnified Party reasonably believes may result in a demand against the Indemnity Escrow Amount pursuant to this ‎Article VII, the Person or Persons entitled to indemnification hereunder (the “Indemnified Party”) Parent shall promptly notify the Party or Parties required to provide indemnification hereunder (Representative of such claim. The Representative may, at the “Indemnifying Party”) Representative’s election, undertake and actively and diligently conduct the defense of such Third Party Claim and the claim of indemnification with respect thereto, provided that failure of the Indemnified Party to give such prompt notice Parent shall not relieve the Indemnifying Parties of their obligations under this Article X, except to the extent, if at all, that the Indemnifying Parties shall have been prejudiced thereby. (b) Upon receipt of notice from the Indemnified Party pursuant to Section 10.5(a) and provided that the Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control of such Third Party Claim, but shall allow the Indemnified Party a reasonable opportunity be entitled to participate in the defense of such Third Party Claim Claim. The Representative shall consult with its own counsel and at its own expense; providedParent regarding the strategy for defense of such claim, that including with respect to the Representative’s choice of legal counsel. Notwithstanding the foregoing, the Representative shall not have the right to assume control of such defense if an Indemnifying Party is also subject to the Third Party Claim and counsel which the Representative seeks to assume control (i) seeks non-monetary relief, (ii) involves criminal or quasi-criminal allegations, (iii) involves a claim which, if adversely, determined, would be reasonably expected to establish a precedent, custom or practice materially adverse to the continuing business interests or prospects of the Indemnified Party reasonably determines or the Surviving Corporation, (iv) involves a claim that, in writing that a conflict or potential conflict exists between the Indemnifying Party and good faith judgment of the Indemnified Party, the Representative failed or is failing to vigorously prosecute or defend, (v) seeks Losses in excess of the then remaining Indemnity Escrow Amount, or (vi) is or will be defended under the Indemnifying Parties R&W Insurance Policy. (b) The Representative shall be liable under this Article X for not consent to the fees entry of any judgment, admit any liability with respect to, or settle, or compromise or discharge any Third Party Claim without the prior written consent of the Indemnified Party’s counsel ; provided that the Indemnified Party shall agree to any such entry of judgement, admission of liability, settlement, compromise or discharge of a Third Party Claim that the Representative may recommend if and only if: (i) such settlement involves solely money damages having a value less than the remaining amount of the Indemnity Escrow Amount, (ii) the Representative acknowledges that such money damages are Losses recoverable from the Indemnity Escrow Amount, (iii) releases the Indemnified Party from all liability and obligations with respect thereto, (iv) does not contain any sanction or restriction and does not impose any injunction or other expenses related equitable remedies on the Indemnified Party or its business that would be reasonably likely to have a material adverse impact on the Indemnified Party or its business, and (v) does not include a finding or admission of violation of Legal Requirements by the Indemnified Party or any of its Affiliates or representatives. (c) If the Representative does not so elect to undertake and conduct the defense of such Third Party Claim. The Indemnifying Parties , Parent shall select undertake the defense of and use all reasonable efforts to defend such claim and shall consult with the Representative regarding the strategy for defense of such claim, including with respect to Parent’s choice of legal counsel, contractors and consultants of recognized standing and competence after consultation provided however, that Parent shall have the right in its reasonable discretion to settle any such claim; provided, further, that except with the Indemnified Party; shall take all steps necessary in consent of the defense or Representative, no settlement of any such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully Claim with the Indemnifying Parties in the defense of any Third Party Claim defended by the Indemnifying Parties. (c) The Indemnifying Parties third party claimants shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any determinative of the assets amount of any Indemnified Party or agree Losses relating to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claimmatter. (d) Each of the Parties hereby consents Notwithstanding anything to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Partycontrary set forth herein, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein parties acknowledge and agree that process may the provisions hereof dealing with Third Party Claims shall be served on a Party with respect subject to such a claim anywhere in the worldterms and conditions of the R&W Insurance Policy and the rights of the insurer thereunder to, among other things, consent to any settlement thereof.

Third Party Claims. (a) In the event that any Person party desires to make a claim under Sections 10.2 9.2 or 10.3 9.3 in connection with any action, suit, proceedingProceeding, or demand at any time instituted against or made upon any Person party for which such Person party may seek indemnification hereunder (a “Third Third-Party Claim”), the Person party or Persons parties entitled to indemnification hereunder (the “Indemnified Party”) shall promptly notify the Party party or Parties parties required to provide indemnification hereunder (the “Indemnifying Party”) of such Third Third-Party Claim and the claim of indemnification with respect thereto, provided that failure of the Indemnified Party to give such prompt notice shall not relieve the Indemnifying Parties of their obligations under this Article XIX, except to the extent, if at all, that the Indemnifying Parties shall have been materially prejudiced thereby. (b) Upon receipt of notice from the Indemnified Party pursuant to Section 10.5(a) and provided that the Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions of this Article X9.5(a), the Indemnifying Parties will, subject to the provisions of Section 10.5(c9.5(c), assume the defense and control of such Third Third-Party Claim, but shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Third-Party Claim with its own counsel and at its own expense; provided, that if an Indemnifying Party is also subject to the Third Third-Party Claim and counsel to the Indemnified Party reasonably determines in writing that a conflict or potential conflict exists between the Indemnifying Party and the Indemnified Party, then the Indemnifying Parties shall be liable under this Article X IX for the fees of the Indemnified Party’s counsel and any other expenses related to the defense of such Third Third-Party Claim. The Indemnifying Parties shall select counsel, contractors and consultants of recognized standing and competence after consultation with the Indemnified Party; shall take all steps necessary in the defense or settlement of such Third Third-Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Third-Party Claim. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties in the defense of any Third Third-Party Claim defended by the Indemnifying Parties. (c) The Indemnifying Parties shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Third-Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Third-Party Claim. (d) Each of the Parties Seller and Purchaser each hereby consents to the nonexclusive jurisdiction of any court in the continental United States of America in which a proceeding Proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party Purchaser Indemnitee or Dynamic Indemnified PartySeller Indemnitee, as applicable, for purposes of any claim that a Superior Indemnified Party Purchaser Indemnitee or Dynamic Indemnified PartySeller Indemnitee, as applicable, may have under this Agreement with respect to such proceeding Proceeding or the matters alleged therein and agree that process may be served on a Party Seller or Purchaser, as applicable, with respect to such a claim anywhere in the worldclaim.

Third Party Claims. (a) In the event that any Person desires to make of a claim under Sections 10.2 or 10.3 in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder (a “Third Party Claim”), the Person or Persons entitled to indemnification hereunder (the “Indemnified Party”) shall promptly notify the Party or Parties required to provide indemnification hereunder (the “Indemnifying Party”) of such Third Party Claim and the claim of indemnification with respect thereto, provided that failure of the Indemnified Party to give such prompt notice shall not relieve the Indemnifying Parties of their obligations under this Article X, except to the extent, if at all, that the Indemnifying Parties shall have been prejudiced thereby. (b) Upon receipt of notice from the Indemnified Party pursuant to Section 10.5(a) and provided that the Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control of such Third Party Claim, but the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity be entitled to participate in assume and control the defense of such Third Party Claim with its own and to appoint counsel and of the Indemnifying Party's choice at its own expense; provided, that if an the expense of the Indemnifying Party is also subject to represent the Indemnified Party and any others the Indemnifying Party may reasonably designate in connection with such Third Party Claim (in which case the Indemnifying Party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by any Indemnified Party except as set forth below); provided that such counsel is reasonably acceptable to the Indemnified Party, which approval shall not be unreasonably withheld. The Indemnified Party reasonably determines in writing that a conflict or potential conflict exists between shall cooperate with the Indemnifying Party and its counsel in such defense and make available to the Indemnifying Party all witnesses, records, materials, and information in the Indemnified Party, then the Indemnifying Parties shall be liable 's possession or under this Article X for the fees of the Indemnified Party’s counsel 's control relating thereto as may be reasonably requested by the Indemnifying Party, and in contesting any other expenses Action which the Indemnifying Party defends, or, if appropriate and related to the Action in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. In the event the Indemnifying Party fails to assume the defense of such Third Party Claim. The Indemnifying Parties shall select counsel, contractors and consultants Claim within ten (10) days after receipt of recognized standing and competence after consultation notice thereof in accordance with the terms hereof, (1) the Indemnified Party; Party against which such Third Party Claim has been asserted shall take all steps necessary in have the defense right to undertake the defense, compromise or settlement of such Third Party Claim; Claim on behalf of, at the expense of and shall at all times diligently for the account and promptly pursue risk of the resolution of such Third Indemnifying Party, and (2) the Indemnifying Party Claim. The agrees to cooperate with the Indemnified Party shall, in such defense and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties in the defense of any Third Party Claim defended by the Indemnifying Parties. (c) The Indemnifying Parties shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or make available to the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim. (d) Each of the Parties hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Party, all witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic may be reasonably requested by the Indemnified Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere in the world.

Third Party Claims. (a) In the event that If any Person desires to make a claim under Sections 10.2 or 10.3 in connection with any action, suit, proceedingThird-Party Claims shall be commenced, or any claim or demand at any time instituted against shall be asserted (other than audits or made upon any Person for which such Person may seek indemnification hereunder (a “Third Party Claim”contests with Taxing Authorities relating to Taxes), in respect of which the Person or Persons entitled to indemnification hereunder (the “Indemnified Party”) shall promptly notify the Indemnifying Party or Parties required is obligated to provide indemnification under Sections 10.2(a) or 10.2(b), as the case may be, then the Indemnified Party shall notify the Indemnifying Party in writing of such demand within thirty (30) days of receipt, setting forth in reasonable detail the basis for the claim and a reasonable estimate of the amount of such claim and/or Losses sustained, if estimable. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the entire control of the defense, compromise or settlement of the Third-Party Claim for which indemnification is available hereunder (including the “selection of counsel), and the Indemnified Party shall cooperate in good faith in such defense. The Indemnifying Party”) of Party shall have the right to take such Third action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and the claim of indemnification with respect thereto, provided that failure on behalf of the Indemnified Party. The Indemnified Party to give such prompt notice shall not relieve the Indemnifying Parties of their obligations under this Article X, except to the extent, if at all, that the Indemnifying Parties shall have been prejudiced thereby. (b) Upon receipt of notice from the Indemnified Party pursuant to Section 10.5(a) right, at its own cost and provided that the Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions of this Article Xexpense, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control of such Third Party Claim, but shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third any Third-Party Claim with its own counsel and at its own expense; provided, that if an Indemnifying Party is also selected by it subject to the Third Indemnifying Party's right to control the defense thereof. The Indemnifying Party Claim shall have the right to settle and counsel to compromise such claim only with the prior written consent of the Indemnified Party reasonably determines in writing that a conflict (which consent shall not be unreasonably withheld or potential conflict exists between the Indemnifying Party and the Indemnified Partydelayed), then the Indemnifying Parties shall be liable under this Article X for the fees provided, however, such consent of the Indemnified Party’s counsel and any other expenses related to the defense of Party is not required where: (i) such Third Party Claim. The Indemnifying Parties shall select counsel, contractors and consultants of recognized standing and competence after consultation with settlement provides the Indemnified Party; shall take all steps necessary in the defense or settlement of Party with a complete and unconditional release from such Third Third-Party Claim; and shall at all times diligently and promptly pursue (ii) the resolution of sole relief provided in such Third Party Claim. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties settlement is monetary damages that are satisfied in the defense of any Third Party Claim defended full or assumed by the Indemnifying Parties. (c) The Indemnifying Parties shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition such settlement does not include any finding or admission of any settlement violation of Law or other resolution, a complete release admission of wrongdoing on the part of any Indemnified Party. The Indemnified Party potentially affected by will cooperate with and make available to the Indemnifying Party such Third assistance (including access to employees) and books, records and other materials as may be reasonably requested. If the Indemnifying Party elects not to defend or settle such Third-Party Claim or fails to notify the Indemnified Party in writing of the Third-Party Claim as provided in this Section 10.3, then the Indemnified Party may defend such Third-Party Claim and seek indemnification for any Losses based upon, arising from or relating to such Third-Party Claim. (d) Each of . If the Parties hereby consents to Indemnified Party has assumed the nonexclusive jurisdiction of any court in which a proceeding in respect defense of a Third-Party Claim is brought against Claim, it shall not agree to any Superior Indemnified settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or Dynamic Indemnified Party, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere in the worlddelayed).

Third Party Claims. The obligations and liabilities of the parties hereto with respect to their respective indemnities pursuant to this Article XI, resulting from any Third Party Claim shall be subject to the following terms and conditions: (a) In The party seeking indemnification (the event that "Indemnified Party") must give the other party (the "Indemnifying Party"), notice of any Person desires to make a claim under Sections 10.2 or 10.3 in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder (a “Third Party Claim”)Claim which is asserted against, resulting to, imposed upon or incurred by the Person Indemnified Party and which may give rise to liability of the Indemnifying Party pursuant to this Article XI, stating (to the extent known or Persons entitled to indemnification hereunder (reasonably anticipated) the “Indemnified Party”) shall promptly notify the Party or Parties required to provide indemnification hereunder (the “Indemnifying Party”) nature and basis of such Third Party Claim and the claim of indemnification with respect thereto, amount thereof; provided that the failure to give such notice shall not affect the rights of the Indemnified Party to give such prompt notice shall not relieve the Indemnifying Parties of their obligations under this Article X, hereunder except to the extent, if at all, extent (i) that the Indemnifying Parties Party shall have been prejudiced therebysuffered actual material damage by reason of such failure, or (ii) such failure or delay materially adversely affects the ability of the Indemnifying Party to defend, settle or compromise such Third Party Claim. (b) Upon receipt of notice from the Indemnified Party pursuant Subject to Section 10.5(a11.4(c) and provided that below, if the Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control assumes responsibility for Losses arising out of such Third Party Claim, but then the Indemnifying Party shall allow have the Indemnified Party a reasonable opportunity right to participate in undertake, by counsel or other representatives of its own choosing, the defense of such Third Party Claim with its own counsel at the Indemnifying Party's risk and at its own expense; provided, . (c) In the event that if an (i) the Indemnifying Party is also subject shall elect not to the Third Party Claim and counsel to undertake such defense, (ii) within a reasonable time after notice from the Indemnified Party reasonably determines in writing that a conflict or potential conflict exists between the Indemnifying Party and the Indemnified Party, then the Indemnifying Parties shall be liable under this Article X for the fees of the Indemnified Party’s counsel and any other expenses related to the defense of such Third Party Claim. The , the Indemnifying Parties Party shall select counselfail to undertake to defend such Third Party Claim, contractors (iii) there is a reasonable probability that such Third Party Claim may materially and consultants of recognized standing and competence after consultation with adversely affect the Indemnified Party other than as a result of money damages or other money payments, or (iv) there is a reasonable probability that the amount of Losses - 41 - 50 asserted under such Third Party Claim may exceed the Indemnifying Party; 's obligations under this Article XI, then the Indemnified Party (upon further written notice to the Indemnifying Party) shall take all steps necessary in have the defense right to undertake the defense, compromise or settlement of such Third Party Claim; , by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party. In the event that the Indemnified Party undertakes the defense of a Third Party Claim under this Section 11.4(c), the Indemnifying Party shall at pay to the Indemnified Party, in addition to the other sums required to be paid hereunder, the reasonable costs and expenses incurred by the Indemnified Party in connection with such defense, compromise or settlement as and when such costs and expenses are so incurred. (d) Anything in this Section 11.4 to the contrary notwithstanding, (i) neither Party shall, without the other party's written consent (which consent shall not be unreasonably withheld or delayed), settle or compromise such Third Party Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all times diligently and promptly pursue the resolution liability in respect of such Third Party Claim. The Indemnified Party shall, Claim in form and shall cause each of its Affiliates and representatives to, cooperate fully with substance satisfactory to the Indemnifying Parties in the defense of any Third Party Claim defended by the Indemnifying Parties. (c) The Indemnifying Parties shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any in the event that a party hereto undertakes defense of such Third Party Claim in accordance with this Section 11.4, the assets other parties, by counsel or other representative of any Indemnified Party their own choosing and at their sole cost and expense, shall have the right to participate in the defense, compromise or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to settlement thereof and each party and its counsel and other representatives shall cooperate with the conduct of any Indemnified Party’s businessother party and its counsel and representatives in connection therewith; and (iii) obtain, as a condition the party that undertakes the defense of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party ClaimClaim in accordance with this Section 11.4, shall have an obligation to keep the other parties informed of the status of the defense of such Third Party Claim and furnish the other parties with all documents, instruments and information that the other parties shall reasonably request in connection therewith. (de) Each of the Parties hereby consents Any claim for indemnification under this Article XI must be made (i) on or prior to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Party, Claims Deadline (as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere defined in the worldEscrow Agreement) for any claims against the Escrow Stock, and (ii) on or prior to eighteen (18) months after the Effective Time otherwise.

Third Party Claims. Except as provided otherwise in Section 6.10(b), the obligations and liabilities of an Indemnifying Party with respect to Losses resulting from the assertion of liability by third parties (each, a “Third-Party Claim”) shall be subject to the following terms and conditions: (a) In The Indemnified Parties shall promptly give written notice to the event Indemnifying Parties of any Third-Party Claim that might give rise to any Person desires Loss by the Indemnified Parties, stating the nature and basis of such Third-Party Claim, and the amount thereof to make a claim under Sections 10.2 or 10.3 in connection with any action, suit, proceedingthe extent known, or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder (a “Third Party Claim”)good-faith reasonable estimate of the Losses, and the Person or Persons entitled to indemnification hereunder (the “Indemnified Party”) shall promptly notify the Party or Parties required to provide indemnification hereunder (the “Indemnifying Party”) method of computation of such Third Party Claim and Losses; provided, however, that so long as such written notice is given on or prior to the claim time of indemnification with respect theretoexpiration of the relevant representation, provided that failure warranty or covenant as set forth in Section 10.01, no delay on the part of the Indemnified Party to give such prompt notice in so notifying the Indemnifying Party shall not relieve the Indemnifying Parties of their obligations under this Article X, except to the extent, if at all, that Party from any obligation hereunder unless the Indemnifying Parties Party is materially prejudiced thereby. Such notice shall be accompanied by copies of all relevant documentation with respect to such Third-Party Claim, including any summons, complaint or other pleading that may have been prejudiced therebyserved, any written demand or any other document or instrument. (b) Upon From and after receipt of notice from the Indemnified Party pursuant to Section 10.5(a) and provided that the Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control of such Third Party Claim, but shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense; provided, that if an Indemnifying Party is also subject to the Third Party Claim and counsel to the Indemnified Party reasonably determines in writing that a conflict or potential conflict exists between the Indemnifying Party and the Indemnified Party, then the Indemnifying Parties shall be liable under this Article X for the fees of the Indemnified Party’s counsel and any other expenses related to the defense of such Third Party Claim. The Indemnifying Parties shall select counsel, contractors and consultants of recognized standing and competence after consultation with the Indemnified Party; shall take all steps necessary in the defense or settlement of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties in the defense of any Third Party Claim defended by the Indemnifying Parties. (c) The Indemnifying Parties shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim. (d) Each of the Parties hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought pursuant to Section 10.03(a), the Indemnifying Parties shall have the right to assume and conduct, at their own expense, the defense against the Third-Party Claim in their own names or in the names of the Indemnified Parties. Any Indemnified Parties shall have the right to employ separate counsel in any Superior such Third-Party Claim and/or to participate in the defense thereof, but the fees and expenses of such counsel shall not be included as part of any Loss incurred by the Indemnified Party and shall not be payable by the Indemnifying Parties. The Party or Dynamic Indemnified Party, as applicable, for purposes Parties conducting the defense of any claim that a Superior Indemnified Third-Party Claim shall keep the other Parties apprised of all significant developments with respect thereto and shall not enter into any settlement, compromise or Dynamic Indemnified Party, as applicable, may have under this Agreement consent to judgment with respect to such proceeding Third-Party Claim without the prior written consent of the other Parties hereto, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that the matters alleged therein and agree that process may Indemnifying Party shall be served on entitled to settle, compromise or consent to a judgment without the consent of the Indemnified Party with respect to a Third-Party Claim that only imposes monetary obligations that are paid by the Indemnifying Party and contains a release of the Indemnified Party from all liability thereunder. The Indemnified Party shall make available all information and assistance reasonably available and necessary for the defense of the Third-Party Claim as the Indemnifying Party may reasonably request and shall cooperate with the Indemnifying Party in such a claim anywhere in defense. The Unitholder Representative shall be the worldsole party entitled to exercise any rights of the Unitholders with respect to Third-Party Claims under this Section 10.03.

Third Party Claims. The obligations and liabilities of the parties hereto with respect to their respective indemnities pursuant to this Article X, resulting from any --------- Third Party Claim shall be subject to the following terms and conditions: (a) In The party seeking indemnification (the event that "Indemnified Party") must ----------------- give the other party (the "Indemnifying Party"), notice of any Person desires to make a claim under Sections 10.2 or 10.3 in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder (a “Third Party Claim”)Claim ------------------ which is asserted against, resulting to, imposed upon or incurred by the Person Indemnified Party and which may give rise to liability of the Indemnifying Party pursuant to this Article X, stating (to the extent known or Persons entitled to indemnification hereunder (reasonably --------- anticipated) the “Indemnified Party”) shall promptly notify the Party or Parties required to provide indemnification hereunder (the “Indemnifying Party”) nature and basis of such Third Party Claim and the claim of indemnification with respect thereto, amount thereof; provided that the failure to give such notice shall not affect the -------- rights of the Indemnified Party to give such prompt notice shall not relieve the Indemnifying Parties of their obligations under this Article X, hereunder except to the extent, if at all, extent (i) that the Indemnifying Parties Party shall have been prejudiced therebysuffered actual damage by reason of such failure, or (ii) such failure or delay materially adversely affects the ability of the Indemnifying Party to defend, settle or compromise such Third Party Claim. (b) Upon receipt of notice from the Indemnified Party pursuant Subject to Section 10.5(a10.3(c) and provided that below, if the Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control --------------- assumes responsibility for Losses arising out of such Third Party Claim, but then the Indemnifying Party shall allow have the Indemnified Party a reasonable opportunity right to participate in undertake, by counsel or other representatives of its own choosing, the defense of such Third Party Claim with its own counsel at the Indemnifying Party's risk and at its own expense; provided, . (c) In the event that if an (i) the Indemnifying Party is also subject shall elect not to the Third Party Claim and counsel to undertake such defense, (ii) within a reasonable time after notice from the Indemnified Party reasonably determines in writing that a conflict or potential conflict exists between the Indemnifying Party and the Indemnified Party, then the Indemnifying Parties shall be liable under this Article X for the fees of the Indemnified Party’s counsel and any other expenses related to the defense of such Third Party Claim. The , the Indemnifying Parties Party shall select counselfail to undertake to defend such Third Party Claim, contractors (iii) there is a reasonable probability that such Third Party Claim may materially and consultants of recognized standing and competence after consultation with adversely affect the Indemnified Party other than as a result of money damages or other money payments, or (iv) there is a reasonable probability that the amount of Losses asserted under such Third Party Claim may exceed the Indemnifying Party; 's obligations under this Article X, then the Indemnified Party (upon further --------- written notice to the Indemnifying Party) shall take all steps necessary in have the defense right to undertake the defense, compromise or settlement of such Third Party Claim; , by counsel or other representatives of its own choosing, on behalf of and for the account and risk of the Indemnifying Party. In the event that the Indemnified Party undertakes the defense of a Third Party Claim under this Section 10.3(c), the Indemnifying --------------- Party shall at pay to the Indemnified Party, in addition to the other sums required to be paid hereunder, the reasonable costs and expenses incurred by the Indemnified Party in connection with such defense, compromise or settlement as and when such costs and expenses are so incurred. (d) Anything in this Section 10.3 to the contrary notwithstanding, (i) ------------ neither Party shall, without the other party's written consent (which consent shall not be unreasonably withheld or delayed), settle or compromise such Third Party Claim or consent to entry of any judgment which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all times diligently and promptly pursue the resolution liability in respect of such Third Party Claim. The Claim in form and substance satisfactory to the Indemnified Party; (ii) in the event that a party hereto undertakes defense of such Third Party shallClaim in accordance with this Section 10.3, the other parties, by counsel or other ------------ representative of their own choosing and at their sole cost and expense, shall cause have the right to participate in the defense, compromise or settlement thereof and each of party and its Affiliates counsel and other representatives shall cooperate with the other party and its counsel and representatives to, cooperate fully with in connection therewith; and (iii) the Indemnifying Parties in party that undertakes the defense of such Third Party Claim in accordance with this Section 10.3 shall have an obligation to keep the other ------------ parties informed of the status of the defense of such Third Party Claim and furnish the other parties with all documents, instruments and information that the other parties shall reasonably request in connection therewith; provided, -------- however, Acquiror shall have the absolute right to settle or compromise any ------- Sales Tax Matter relating to sales previously made to the customer identified in item E and F of Schedule 3.6(b) after the eighteenth month from the date hereof. --------------- (e) Anything in this Section 10.3 to the contrary notwithstanding, the ------------ Stockholder's Representative on behalf of the Company Common Stockholders shall be permitted to negotiate, settle or compromise or otherwise dispose of any Third Party Claim defended that relates to an Identified Liability (other than the Sales Tax Matter relating to sales previously made to the customer identified in item E and F of Schedule 3.6(b) after the eighteenth month from the date hereof); --------------- provided, however, the Losses for all such matters do not exceed the fair market -------- ------- value of the Escrow Stock then held by the Indemnifying PartiesEscrow Agent. The reasonable expenses necessary to settle the Third Party Claims and Identified Liabilities which are incurred after the Effective Time shall include the reasonable expenses of the Stockholder's Representative and his or her accountant and legal counsel in resolving such claims, which such expenses shall initially be paid by the Surviving Corporation and then reimbursed to the Surviving Corporation by the Escrow Agent from the Escrow Stock. (cf) The Indemnifying Parties parties acknowledge the existence of certain potential liabilities relating to the Sales Tax Matters. The parties further agree that Acquiror shall have the absolute right to resolve such issues with the respective customer and/or governmental entities relating to sales previously made to the customer identified in item E and F of Schedule 3.6(b) after the --------------- eighteenth month from the date hereof and that Acquiror shall be authorized entitled to consent indemnification with respect to a settlement of, any Losses resulting from or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claimforegoing. (d) Each of the Parties hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere in the world.

Third Party Claims. (a) In the event that any Person desires to make Section 7.3.1 If a claim under Sections 10.2 or 10.3 in connection with any claim, action, suit, proceeding, suit or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder other proceeding by a third party (a “Third Party Claim”), the ) is made against any Person or Persons entitled to indemnification hereunder or reimbursement pursuant to Section 7.2 (the an “Indemnified Party”) ), and if such Indemnified Party intends to seek indemnity or reimbursement with respect thereto under this Article VII, such Indemnified Party shall promptly notify provide written notice to the party obligated to indemnify such Indemnified Party or Parties required to provide indemnification hereunder (such notified party, the “Indemnifying Responsible Party”) of such claims; provided, that the failure to so notify shall not relieve the Responsible Party of its obligations hereunder, except to the extent that the Responsible Party is actually and materially prejudiced thereby. Such notice shall provide in reasonable detail, to the extent known, the basis of such claim (with reference to the specific provision of this Agreement) under which indemnification or reimbursement is sought pursuant to Section 7.2 and enclose true, correct and complete copies of any written document furnished to the Indemnified Party by the Person that instituted the Third Party Claim. Section 7.3.2 The Responsible Party shall have the right to elect to control the defense or prosecution of any Third Party Claim in respect of which indemnity or reimbursement may be sought hereunder and shall furnish to the Indemnified Party such records, information and testimony, and shall permit such Indemnified Party the opportunity to attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested by such Indemnified Party in connection therewith. Section 7.3.2.1 The Responsible Party shall have twenty (20) days the receipt of the Indemnified Party’s notice of a claim of indemnity hereunder to assume the conduct and control, through counsel reasonably acceptable to the Indemnified Party at the expense of the Responsible Party (it being understood and agreed by Seller that O▇▇▇▇▇, H▇▇▇▇▇▇▇▇▇ & S▇▇▇▇▇▇▇▇ LLP is deemed reasonably acceptable counsel), of the settlement or defense thereof, and the claim of indemnification Indemnified Party shall cooperate with respect theretoit in connection therewith; provided, provided that failure of the Responsible Party shall permit the Indemnified Party to give participate in such prompt notice shall not relieve the Indemnifying Parties of their obligations under this Article Xsettlement or defense through counsel chosen by such Indemnified Party, except to the extent, if at all, it being understood and agreed that the Indemnifying Parties shall have been prejudiced thereby. (b) Upon receipt of notice from the Indemnified Party pursuant to Section 10.5(a) fees and provided that the Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control expenses of such Third Party Claim, but counsel shall allow the be borne by such Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expenseParty; provided, that however, such fees and expenses of the Indemnified Party's counsel shall be borne by the Responsible Party if an Indemnifying Party is also subject to in the Third Party Claim and reasonable opinion of counsel to the Indemnified Party reasonably determines in writing that Party, a conflict or potential conflict exists between the Indemnifying such Indemnified Party and such Responsible Party that would make separate representation advisable. Section 7.3.2.2 If the Responsible Party does not notify the Indemnified Party, then Party within twenty (20) days after the Indemnifying Parties shall be liable under this Article X for the fees receipt of the Indemnified Party’s counsel notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the Indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity or reimbursement therefor pursuant to this Agreement. Section 7.3.2.3 If the Responsible Party elects not to assume the defense thereof, fails to timely and properly notify the Indemnified Party of its election as herein provided, or, at any other expenses related time after assuming such defense, fails to diligently defend against such Third-Party Claim in good faith, or if such Indemnified Party is otherwise entitled pursuant to this Agreement to have control over the defense of any Third-Party Claim, such Indemnified Party may, at such Responsible Party’s expense, pay, defend, settle, or compromise such asserted claim (but such Responsible Party shall nevertheless be required to pay in accordance with this Agreement any Losses incurred by such Indemnified Party in connection with such payment, defense, settlement, or compromise thereof which are indemnifiable in accordance with this Article VII). Section 7.3.2.4 Notwithstanding anything herein to the defense contrary, the Responsible Party shall not be entitled to have sole control over (and if it so desires, the Indemnified Party shall have sole control over) the defense, settlement, adjustment, or compromise of (but such Responsible Party shall nevertheless be required to pay in accordance with this Agreement all Losses incurred by the Indemnified Party in connection with the defense, settlement, or compromise thereof) (i) any Third-Party Claim that primarily seeks an order, injunction or other equitable relief against any Indemnified Party or any of its Affiliates, (ii) any Third-Party Claim that is reasonably expected to result in damages greater than 120% of the amount of the Indemnity Escrow Funds, (iii) the Third-Party Claim is on behalf of a Material Customer, and (iv) any criminal proceeding, indictment or allegation. Section 7.3.2.5 No Responsible Party will, without the prior written consent of each such Indemnified Party, settle or compromise or consent to the entry of any judgment in any Third Party Claim in respect of which indemnification may be sought hereunder (whether or not any such Indemnified Party is a party to such action), unless such settlement, compromise or consent by its terms obligates such Responsible Party to pay the full amount of the Losses in connection with such Third-Party Claim and includes an unconditional release of all such Indemnified Parties from all liability arising out of such Third Party Claim. The Indemnifying Parties shall select counsel, contractors and consultants of recognized standing and competence after consultation with the Indemnified Party; shall take all steps necessary in the defense or settlement of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties in the defense of any Third Party Claim defended by the Indemnifying Parties. (c) The Indemnifying Parties shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim. (d) Each of the Parties hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere in the world.

Third Party Claims. (a) In the event that any Claim is asserted by a Person desires not a party to make a claim under Sections 10.2 or 10.3 in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder this Agreement (a “Third Third-Party Claim”)) against an Indemnified Party, the Person or Persons entitled Indemnifying Party will have thirty (30) days from the date on which the Indemnifying Party receives the Claims Notice with respect to indemnification hereunder (the “Indemnified Party”) shall promptly notify the Party or Parties required to provide indemnification hereunder (the “Indemnifying Party”) of such Third Third-Party Claim and the claim of indemnification with respect thereto, provided that failure of to notify the Indemnified Party to give such prompt notice shall not relieve in writing whether the Indemnifying Parties Party will, at the Indemnifying Party’s sole cost and expense, assume the defense or prosecution of their obligations under this Article Xthe Third-Party Claim; provided, except to the extent, if at allhowever, that the Indemnifying Parties Party shall have been prejudiced thereby. not be entitled to assume the defense of a Third-Party Claim if (bA) Upon receipt of notice from the Indemnified Party pursuant to Section 10.5(a) and provided that the Indemnifying Party confirms fails to respond, and confirm in writing that the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions of this Article Xthat, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control of such Third Party Claim, but shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense; provided, that if an Indemnifying Party is also subject to the Third Party Claim and counsel to the Indemnified Party reasonably determines in writing that a conflict or potential conflict exists as between the Indemnifying Party and the Indemnified Party, then the Indemnifying Parties Party shall be liable under this Article X for solely obligated to satisfy and discharge the fees Third-Party Claim, to the Claims Notice within thirty (30) calendar days from the date on which the Indemnifying Party receives the Claims Notice; (B) the Indemnifying Party does not use commercially reasonable efforts to diligently defend the Third-Party Claim; (C) there is a material conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of such defense; (D) the Third-Party Claim alleges fraud or could result in criminal proceedings; (E) the Third-Party Claim seeks injunctive relief or other equitable remedies against the Company or any Indemnified Party; (F) if reasonably requested to do so by the Indemnified Party, the Indemnifying Party fails to have made reasonably adequate provision to ensure the Indemnified Party of the financial ability of the Indemnifying Party to satisfy the full amount of any adverse monetary judgment that may result from such Third-Party Claim; (G) the Third-Party Claim involves a material customer or material vendor of the Indemnified Party or any of its Affiliates; or (H) the Third-Party Claim is, in the reasonable judgment of the Indemnified Party’s counsel and any other expenses related , likely to result in Losses that will exceed the defense amount of such Third indemnification that the Indemnifying Party Claim. The Indemnifying Parties shall select counsel, contractors and consultants of recognized standing and competence after consultation with would be liable to pay to the Indemnified Party; shall take all steps necessary in . If the Indemnifying Party elects, and is entitled, to assume the defense or settlement of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties in the defense of any Third Party Claim defended by the Indemnifying Parties. (c) The Indemnifying Parties shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim. (d) Each of the Parties hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Claim, (1) the Indemnified Party will have the right to participate in the defense thereof and employ counsel separate from the counsel employed by the Indemnifying Party, all at the Indemnified Party’s sole cost and expense; and (2) the Indemnifying Party shall have the right to pay, settle or Dynamic compromise such Third-Party Claim without the prior written consent of the Indemnified Party, so long as applicable, for purposes of any claim that a Superior the Indemnifying Party notifies the Indemnified Party at least five (5) days prior to any such payment, settlement or Dynamic compromise, and such payment, settlement or compromise (x) includes an unconditional release of the Indemnified Party from all Liability in respect of such Third-Party Claim, (y) does not subject the Indemnified Party to any criminal liability or injunctive relief or other equitable remedy, and (z) does not include a statement or admission of fault, culpability or failure to act by or on behalf of the Indemnified Party. Notwithstanding the Indemnifying Party’s right to compromise or settle in accordance with the immediately preceding sentence, as applicablethe Indemnifying Party may not settle or compromise any Claim over the objection of the Indemnified Party; provided, may have under this Agreement however, that consent by the Indemnified Party to settlement or compromise will not be unreasonably withheld or delayed. If the Indemnified Party assumes the defense of the Third-Party Claim, the Indemnifying Party will use commercially reasonable efforts to cooperate with respect to such proceeding or the matters alleged therein and agree that process may be served on a Indemnified Party with respect to such a claim anywhere in the worlddefense of such Third-Party Claim.

Third Party Claims. (a) In If any claim or demand is made against an Indemnified Party or the event that Company with respect to any matter, or any Indemnified Party shall otherwise learn of an assertion or of a potential claim, by any Person desires to make who is not a Party (or an Affiliate thereof) (including, for the avoidance of doubt, any claim under Sections 10.2 or 10.3 in connection with any action, suit, proceedingdemand, or demand at any time instituted against threatened claim or made upon any Person for which such Person may seek indemnification hereunder demand, arising under Section 8.5(a)) (each a “Third Party Claim”)) which may give rise to a claim for indemnification against an Indemnifying Party under this Agreement, then the Person or Persons entitled to indemnification hereunder (the “Indemnified Party”) Party shall promptly notify give the Indemnifying Party or Parties required to provide indemnification hereunder (a Claim Notice in reasonable detail of the “Indemnifying Party”) of such Third Party Claim (including the factual basis for the Third Party Claim, and, to the extent known, the amount of the Third Party Claim); provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party will relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the claim of indemnification with respect thereto, provided extent) the Indemnifying Party is actually prejudiced as a result thereof (except that the Indemnifying Party will not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice); it being understood and agreed that the failure of the Indemnified Party to give such prompt notice shall not relieve so notify the Indemnifying Parties Party prior to settling a Third Party Claim (whether by paying a claim or executing a binding settlement agreement with respect thereto) or the entry of their obligations under this Article X, except a judgment or issuance of an award with respect to a Third Party Claim shall constitute actual prejudice to the extentIndemnifying Party’s ability to defend against such Third Party Claim. Thereafter, if at all, that the Indemnified Party will deliver to the Indemnifying Parties shall have been prejudiced therebyParty, promptly after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received or transmitted by the Indemnified Party relating to the Third Party Claim. (b) Upon receipt The Indemnifying Party will have the right to participate in or to assume the defense of notice from the Third Party Claim (in either case in good faith and at the expense of the Indemnifying Party) with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, that in the case of any Third Party pursuant Claim relating to Section 10.5(a) and provided that Taxes for any Straddle Period, the Indemnifying Party confirms in writing that shall only have the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control of such Third Party Claim, but shall allow the Indemnified Party a reasonable opportunity right to participate in the defense of such Third Third-Party Claim with its own counsel and (at its own expense; provided, that if an the expense of the Indemnifying Party). The Indemnifying Party is also subject will be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during any period in which the Indemnified Party shall have failed to give written notice of the Third Party Claim and counsel as provided above following a reasonable period of time to provide such notice). Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; provided, however, that, if the Parties reasonably determines in writing agree that a conflict or potential conflict of interest exists between in respect of such claim, such Indemnified Party will have the right to employ separate counsel and any appropriate local counsel reasonably satisfactory to the Indemnifying Party to represent such Indemnified Party and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel and any appropriate local counsel for all Indemnified Parties) shall be paid by such Indemnifying Party. If the Indemnifying Party is conducting the defense of the Third Party Claim, the Indemnified Party, then at its sole cost and expense, may retain separate counsel, and participate in the defense of the Third Party Claim, it being understood that the Indemnifying Parties shall be liable under Party will control such defense subject to the limitations set out in this Article X for VIII. (c) No Indemnifying Party will consent to any settlement, compromise or discharge (including the fees consent to entry of any judgment) of any Third Party Claim without the Indemnified Party’s counsel prior written consent (which consent will not be unreasonably withheld, delayed or conditioned); provided that, subject to Section 6.14(d) and any other expenses related to the defense of such Third Party Claim. The Indemnifying Parties shall select counselSection 6.14(e), contractors and consultants of recognized standing and competence after consultation with the Indemnified Party; shall take all steps necessary in the defense or settlement of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with if the Indemnifying Parties in Party assumes the defense of any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third Party Claim defended by which the Indemnifying Parties. (c) The Party may recommend and which by its terms obligates the Indemnifying Parties Party to pay the full amount of Damages in connection with such settlement, compromise or discharge and releases the Indemnified Party from Liability in connection with such Third Party Claim, provided that such settlement, compromise or discharge does not impose any material non-monetary restrictions or obligations on the Indemnified Party. Whether or not the Indemnifying Party shall be authorized to have assumed the defense of a Third Party Claim, the Indemnified Party will not admit any Liability, consent to a settlement of, or the entry of any judgment arising fromor enter into any settlement or compromise with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which consent will not be unreasonably withheld, delayed or conditioned). (d) If the Indemnifying Party assumes the defense of any Third Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with Party will keep the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply informed of all material developments relating to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by in connection with such Third Party Claim. If the Indemnifying Party chooses to defend a Third Party Claim, the Parties will cooperate in the defense thereof (with the Indemnifying Party being responsible for all reasonable out-of-pocket expenses of the Indemnified Party (other than for the fees and expenses of its counsel unless provided otherwise in Section 8.4(b)) in connection with such cooperation), which cooperation will include the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (de) Each If the Indemnifying Party elects not to assume the defense of any Third Party Claim, the Indemnified Party may defend such Third Party Claim and may settle or compromise any such Third Party Claim in good faith at the risk and expense of the Parties hereby consents Indemnifying Party, provided that the Indemnifying Party shall retain its right to participate in such defense and the nonexclusive jurisdiction Indemnified Party shall use its reasonable efforts to consult with the Indemnifying Party concerning such matter. (f) In the event of payment in full by an Indemnifying Party to any court Indemnified Party in which a proceeding connection with any claim (each an “Indemnified Claim”), such Indemnifying Party will be subrogated to and will stand in the place of such Indemnified Party as to any events or circumstances in respect of a Third-which such Indemnified Party may have any right or claim relating to such Indemnified Claim is brought against any Superior claimant or plaintiff asserting such Indemnified Claim or against any other Person. Such Indemnified Party or Dynamic Indemnified will cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, as applicable, for purposes of in prosecuting any claim that a Superior Indemnified Party subrogated right or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere in the worldclaim.

Third Party Claims. (a) In Except with respect to the event that any Person desires ▇▇▇▇▇▇▇▇ Claim as described in Section 7.3(c), all claims for indemnification made under this Agreement resulting from, related to make or arising out of a third-party claim under Sections 10.2 or 10.3 in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder an Indemnified Party (a “Third Party Claim”), ) shall be made in accordance with the Person or Persons following procedures. A person entitled to indemnification hereunder under this ARTICLE VII (the an “Indemnified Party”) with respect to a Third Party Claim shall promptly notify give prompt written notification to the Party or Parties required to provide person from whom indemnification hereunder is sought (the “Indemnifying Party”) of the commencement of any action, suit or proceeding relating to a third-party claim for which indemnification may be sought or, if earlier, upon the assertion of any such Third Party Claim and the claim of indemnification with respect thereto, by a third party; provided that the failure of to so notify the Indemnified Indemnifying Party to give such prompt notice promptly shall not relieve the Indemnifying Parties Party of their obligations under this Article X, its or his liabilities hereunder except to the extent, if at all, that extent such failure shall have harmed or prejudiced the Indemnifying Parties shall have been prejudiced thereby. Party. Within thirty (b30) Upon receipt days after delivery of such notification, the Indemnifying Party may, upon written notice from thereof to the Indemnified Party pursuant Party, assume control of the defense of such action, suit, proceeding or claim with counsel reasonably satisfactory to Section 10.5(a) and the Indemnified Party; provided that the Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject shall only be permitted to indemnification by the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the such defense and control of such Third Party Claim, but shall allow the Indemnified Party a reasonable opportunity to participate in the defense of so long as (i) such Third Party Claim with its own counsel involves only monetary damages and at its own expense; provided, that if does not seek an Indemnifying Party is also subject injunction or other equitable relief (and does not involve criminal or quasi criminal allegations or a claim to the Third Party Claim and counsel to which the Indemnified Party reasonably determines in writing that a conflict believes an adverse determination would be detrimental to or potential conflict exists between injure the Indemnified Party’s reputation or future business prospects), (ii) the aggregate amount claimed pursuant to such Third Party Claim does not exceed two times (2X) the then-remaining amount of the General Cap, (iii) the Indemnifying Party and the Indemnified PartyParty do not have conflicting interests with respect to such action, then suit, proceeding or claim and (iv) the Indemnifying Parties Party conducts the defense of the Third Party Claim actively and diligently. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense. The Party not controlling such defense may participate therein at its own expense; provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnified Party may immediately assume control of the defense (to the extent permitted by judge or arbitrator) and the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith shall be liable under considered “Damages” for purposes of this Article X Agreement; provided, however, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel for all Indemnified Parties. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnifying Party shall not agree to any settlement of such action, suit, proceeding or claim that (i) provides for any relief other than the payment of monetary damages or that provides for the payment of monetary damages as to which the Indemnified Party will not be indemnified in full pursuant to Section 7.1 or 7.2, as applicable, (ii) does not include a complete release of the Indemnified Party from all Liability with respect to such claim with prejudice, or (iii) that imposes any liability or obligation on the Indemnified Party, without the prior written consent of the Indemnified Party’s counsel and any other expenses related to the defense of such Third Party Claim. The Indemnifying Parties shall select counsel, contractors and consultants of recognized standing and competence after consultation with If the Indemnified Party; shall take all steps necessary in the defense or settlement of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties in assumes the defense of any Third Party Claim defended by action, suit, proceeding or claim which the Indemnifying Parties. Party is not entitled to assume pursuant to this Section 7.3(a) (c) The Indemnifying Parties other than the ▇▇▇▇▇▇▇▇ Claim), such Indemnified Party shall not be authorized entitled to consent agree to a any settlement of, or the entry of any judgment arising fromsuch action, suit, proceeding or claim that imposes any Third Party Claimliability or obligation on Sellers, without the prior written consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause Sellers, not to be paid all amounts arising out of unreasonably withheld or delayed. In the event that such settlement consent is unreasonably withheld or judgment concurrently with delayed, the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party may settle such action, suit, proceeding or agree to any restriction or condition claim in a manner that would apply to or adversely affect any Indemnified Party or to impose a liability on Sellers, provided that the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim. (d) Each of the Parties hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement liability with respect to such proceeding or settlement shall be subject to the matters alleged therein and agree that process may be served on a Party with respect limitations set forth in Section 7.5 to such a claim anywhere in the worldextent applicable.

Third Party Claims. (a) In the event that If any Person desires to make Claims Notice identifies a claim under Sections 10.2 or 10.3 in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder Liability Claim brought by a third party (a “Third Party Claim” and together with the Liability Claims, the “Claims”), then the Person or Persons entitled Indemnifying Party has the right, exercisable by written notice to indemnification hereunder (the “Indemnified Party”) shall promptly notify the Party or Parties required to provide indemnification hereunder (the “Indemnifying Party”) of such Third Party Claim and the claim of indemnification with respect thereto, provided that failure of the Indemnified Party to give such prompt notice shall not relieve the Indemnifying Parties of their obligations under this Article X, except to the extent, if at all, that the Indemnifying Parties shall have been prejudiced thereby. (b) Upon within ten days after receipt of notice from the Indemnified Party pursuant such Claims Notice, to Section 10.5(a) assume and provided that the Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control of such Third Party Claim, but shall allow the Indemnified Party a reasonable opportunity to participate in conduct the defense of such Third Party Claim in accordance with its own the limits set forth in this Agreement with counsel selected by the Indemnifying Party and at its own expensereasonably acceptable to the Indemnified Party; provided, however, that if an (i) the defense of such Third Party Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnified Party, have a material adverse effect on the Indemnified Party; (ii) the Indemnifying Party has sufficient financial resources, in the reasonable judgment of the Indemnified Party, to satisfy the amount of any adverse monetary judgment that is also subject reasonably likely to result; (iii) the Third Party Claim solely seeks (and counsel continues to seek) monetary damages; and (iv) the Indemnified Indemnifying Party reasonably determines expressly agrees in writing that a conflict or potential conflict exists as between the Indemnifying Party and the Indemnified Party, then the Indemnifying Parties shall be liable under Party may only satisfy and discharge the Third Party Claim in accordance with the limits set forth in this Article X for Agreement (the fees of conditions set forth in clauses (i) through (iv) are, collectively, the Indemnified Party’s counsel and any other expenses related to “Litigation Conditions”). If the Indemnifying Party does not assume the defense of a Third Party Claim in accordance with this Section 10.2(b), then the Indemnified Party may continue to defend the Third Party Claim. Notwithstanding the foregoing, if (i) any of the Litigation Conditions cease to be met or (ii) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third Party Claim, the Indemnified Party may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection with such defense, subject to Section 10.3. The Indemnifying Parties shall select counsel, contractors and consultants of recognized standing and competence after consultation with Party or the Indemnified Party; shall take all steps necessary , as the case may be, has the right to participate in the defense or settlement of such Third Party Claim; and shall (but not control), at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shallits own expense, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties in the defense of any Third Party Claim defended by which the Indemnifying Parties. (c) other is defending as provided in this Agreement. The Indemnifying Parties shall be authorized to Party, if it has assumed the defense of any Third Party Claim as provided in this Agreement, may not, without the prior written consent of the Indemnified Party, consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim that (i) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a complete release from all liability in respect of such Third Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber grants any of the assets of any Indemnified Party injunctive or agree to any restriction equitable relief or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and (iii) obtain, as may reasonably be expected to have a condition of any settlement or other resolution, a complete release of any material adverse effect on the Indemnified Party. The Indemnified Party potentially affected by such has the right to settle any Third Party Claim, the defense of which has not been assumed by the Indemnifying Party. (d) Each of the Parties hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere in the world.

Third Party Claims. (ai) In Promptly after receipt by a party entitled to be indemnified under this Section 7 (an "Indemnified Party") of notice of the event that commencement of any Person desires Action for which the Indemnified Party intends to make assert a claim for indemnification against another party (an "Indemnifying Party") under Sections 10.2 this Section 7, the Indemnified Party shall give notice to the Indemnifying Party of the commencement of such Action with reasonable promptness (so as to not prejudice the Indemnifying Party's rights). (ii) The Indemnifying Party shall be entitled to participate in any Action described in Section 7.5(a)(i) above and, to the extent that it wishes, to assume the defense of such Action with counsel reasonably satisfactory to the Indemnified Party. Following the assumption of defense by an Indemnifying Party, the Indemnifying Party shall not be liable for any subsequent fees of legal counsel or 10.3 other expenses incurred by the Indemnified Party in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder (a “Third Party Claim”), the Person or Persons entitled to indemnification hereunder (the “Indemnified Party”) shall promptly notify the Party or Parties required to provide indemnification hereunder (the “Indemnifying Party”) defense of such Third Party Claim Action, and the claim of indemnification with respect thereto, provided that failure of the Indemnified Party to give such prompt notice shall not relieve the Indemnifying Parties of their obligations under this Article X, except to the extent, if at all, that the Indemnifying Parties shall have been prejudiced thereby. (b) Upon receipt of notice from the Indemnified Party pursuant to Section 10.5(a) and provided that the Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control of such Third Party Claim, but shall allow the Indemnified Party a reasonable opportunity right to participate in the defense of such Third Party Claim with its own counsel and at its own expense; provided, that if . No compromise or settlement of any claims in an Action shall be binding on an Indemnifying Party is also subject to the Third Party Claim and counsel to the Indemnified Party reasonably determines in writing that a conflict or potential conflict exists between for purposes of the Indemnifying Party and the Indemnified Party, then 's indemnity obligations under this Agreement without the Indemnifying Parties shall be liable under this Article X for Party's express written consent. (iii) A party granted the fees of the Indemnified Party’s counsel and any other expenses related right to the defense of such Third Party Claim. The Indemnifying Parties shall select counsel, contractors and consultants of recognized standing and competence after consultation with the Indemnified Party; shall take all steps necessary in the defense or settlement of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties in direct the defense of any Third Party Claim defended by the Indemnifying Parties. (c) The Indemnifying Parties shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties Action under this Section 7.5 shall (iA) pay or cause keep the other parties hereto informed of material developments in the Action, (B) promptly submit to be paid the other parties copies of all amounts arising out of such settlement or judgment concurrently pleadings, responsive pleadings, motions and other similar legal documents and papers received in connection with the effectiveness of such settlement; Action, (iiC) not encumber any of permit the assets of any Indemnified Party or agree other parties and their counsel, to any restriction or condition that would apply the extent practicable, to or adversely affect any Indemnified Party or to confer on the conduct of any Indemnified Party’s business; the defense of the Action, and (iiiD) obtainto the extent practicable, permit the other parties and their counsel an opportunity to review all legal papers to be submitted prior to their submission. The parties shall make available to each other and each other's counsel and accountants all of their books and records relating to the Action, and each party shall provide to the others such assistance as a condition may be reasonably required to insure the proper and adequate defense of the Action. Each party shall use its good faith efforts to avoid the waiver of any settlement or other resolution, a complete release privilege of another party. The assumption of the defense of any Indemnified Action by an Indemnifying Party potentially affected by such Third Party Claim. (d) Each shall not constitute an admission of responsibility to indemnify or in any manner impair or restrict the Parties hereby consents Indemnifying Party's rights to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have later seek to be reimbursed its costs and expenses if indemnification under this Agreement with respect to the Action was not required. An Indemnifying Party may elect to assume the defense of an Action at any time during the pendency of the Action, even if initially the Indemnifying Party did not elect to assume the defense, so long as the assumption at such proceeding or later time would not materially prejudice the matters alleged therein and agree that process rights of the Indemnified Party. (iv) A Claim for indemnification for any matter not involving a third-party claim may be served on a Party with respect asserted by written notice of the Claim, setting forth in reasonable detail the factual and contractual bases for the Claim, to such a claim anywhere in the worldparty from whom indemnification under this Section 7 is sought.

Third Party Claims. (a) In If the event that any Person desires to make Indemnified Party receives notice of the assertion by a claim under Sections 10.2 or 10.3 in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder (a “Third Party Claim”)Claim with respect to which the Indemnifying Party is or may be obligated to provide indemnification, the Person or Persons entitled to indemnification hereunder (the “Indemnified Party”) Party shall promptly notify the Indemnifying Party or Parties required in writing (the "Claim Notice") of the Claim; provided that the failure to provide indemnification hereunder (the “Indemnifying Party”) of such Third Party Claim and the claim of indemnification with respect thereto, provided that failure of the Indemnified Party to give such prompt notice shall not relieve or otherwise affect the obligation of the Indemnifying Parties of their obligations under this Article XParty to provide indemnification hereunder, except to the extent, if at all, extent that the Indemnifying Parties shall have been prejudiced therebyany Damages directly resulted from or were caused by such failure. (b) Upon The Indemnifying Party shall have thirty days after receipt of notice from the Claim Notice to undertake, conduct and control, through counsel satisfactory to the Indemnified Party, and at the Indemnifying Party's expense, the settlement or defense thereof, and the Indemnified Party pursuant shall cooperate with the Indemnifying Party in connection therewith; provided, that (i) the Indemnifying Party shall permit the Indemnified Party to Section 10.5(a) and participate in such settlement or defense through counsel chosen by the Indemnified Party, provided that the Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject to indemnification fees and expenses of such counsel shall not be borne by the Indemnifying Party under the applicable provisions of this Article X, and shall not be included in any Damages claimed hereunder and (ii) the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control of such Party shall not settle any Third Party Claim, but shall allow except a Claim solely for monetary Damages, without the Indemnified Party's consent. So long as the Indemnifying Party a reasonable opportunity to participate in the defense of is vigorously contesting any such Third Party Claim with its own counsel and at its own expense; providedin good faith, that if an Indemnifying Party is also subject to the Third Party Claim and counsel to the Indemnified Party reasonably determines in writing that a conflict shall not pay or potential conflict exists between settle such claim without the Indemnifying Party and the Indemnified Partyconsent, then the Indemnifying Parties which consent shall not be liable under this Article X for the fees of the Indemnified Party’s counsel and any other expenses related to the defense of such Third Party Claim. The Indemnifying Parties shall select counsel, contractors and consultants of recognized standing and competence after consultation with the Indemnified Party; shall take all steps necessary in the defense or settlement of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties in the defense of any Third Party Claim defended by the Indemnifying Partiesunreasonably withheld. (c) The If the Indemnifying Parties shall be authorized Party does not notify the Indemnified Party within thirty days after receipt of the Claim Notice that it elects to consent to a settlement of, or undertake the entry defense of any judgment arising from, any the Third Party ClaimClaim described therein, without the consent Indemnified Party shall have the right to contest, settle or compromise the Third Party Claim in the exercise of any its reasonable discretion, on behalf of and for the account and risk of the Indemnified Party; but only if provided that the Indemnified Party shall notify the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any of the assets Party of any Indemnified Party compromise or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct settlement of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim. (d) Each The Indemnifying Party shall not be entitled to assume the defense for any Third Party Claim (and shall be liable for the reasonable fees and expenses incurred by the Indemnified Party in defending such claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party which the Indemnified Party determines, after conferring with its counsel, cannot be separated from any related claim for money damages and which, if successful, would adversely affect the Assets or the business, properties or prospects of the Parties hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere in the worldBusiness.

Third Party Claims. Each Indemnified Party under this Section 11 shall, promptly after the receipt of notice of the commencement of any Claim by a third party against such Indemnified Party in respect of which indemnity may be sought from an Indemnifying Party under this Section 11, promptly notify the appropriate Indemnifying Party in writing of the commencement thereof (awhich shall also constitute the notice required by Section 11.3) In the event that any Person desires to make a claim under Sections 10.2 or 10.3 in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder (a “Third Party ClaimClaim Notice”), the Person or Persons entitled to indemnification hereunder (the “Indemnified Party”) shall promptly notify the Party or Parties required to provide indemnification hereunder (the “Indemnifying Party”) of such Third Party Claim and the claim of indemnification with respect thereto, provided that . The failure of the an Indemnified Party to give such prompt notice notify the Indemnifying Party in accordance with this Section 11.4 shall not relieve the Indemnifying Parties of their obligations Party from any liability which it may have to such Indemnified Party under this Article XSection 11 unless, except and only to the extentextent that, if at allsuch failure to notify results in such Indemnifying Party’s loss of substantive or practical rights or defenses. If a third party Claim is brought against any Indemnified Party, that the Indemnifying Parties shall have been prejudiced thereby. (b) Upon receipt of notice from the Indemnified Party pursuant to Section 10.5(a) and provided that the Indemnifying Party confirms in writing that the subject matter set forth in the shall be entitled, upon written notice is subject to indemnification by the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control of such Third Party Claim, but shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense; provided, that if an Indemnifying Party is also subject to the Third Party Claim and counsel to the Indemnified Party within 30 business days after the receipt of the Claim Notice, to assume the defense at its own expense with counsel approved by such Indemnified Party (which approval shall not be unreasonably withheld, conditioned or delayed, and shall not be withheld if such counsel is counsel identified in Section 13.2 hereof); provided, however, the election by such Indemnifying Party to assume such defense shall not preclude the party against which such claim has been made also from participating or continuing to participate in such defense, so long as such party bears its own legal fees and expenses for so doing. Notwithstanding the foregoing, in any Claim in which both an Indemnifying Party, on the one hand, and an Indemnified Party, on the other hand, are, or are reasonably determines likely to become, a party, such Indemnified Party shall have the right, at Indemnifying Party’s expense, to employ separate counsel and to control its own defense of such Claim if, in writing the reasonable opinion of counsel to such Indemnified Party, either (x) one or more defenses are available to the Indemnified Party that are not available to the Indemnifying Party or (y) a conflict or potential conflict exists between the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable; provided, however, that the Indemnifying Party (i) shall not be liable for the fees and expenses of more than one counsel to all Indemnified Parties and (ii) shall reimburse the Indemnified Parties for all of such fees and expenses of such counsel incurred in any action, between the Indemnifying Party and the Indemnified Parties or between the Indemnified Parties and any third-party, as such expenses are incurred; provided further, that, in the case of a Buyer Indemnified Party, then the Indemnifying Parties such expenses shall be liable under this Article X deducted by Buyer from the Holdback Amount, which, except as otherwise provided in Section 11.5, shall be the sole recourse of the Buyer Indemnified Parties for the fees recovery of such expenses. Each Indemnifying Party agrees that it will not, without the prior written consent of the Indemnified Party’s counsel and any other expenses related to the defense of such Third Party Claim. The Indemnifying Parties (which consent shall select counselnot be unreasonably withheld, contractors and consultants of recognized standing and competence after consultation with the Indemnified Party; shall take all steps necessary in the defense conditioned or settlement of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shalldelayed), and shall cause each of its Affiliates and representatives tosettle, cooperate fully with the Indemnifying Parties in the defense of any Third Party Claim defended by the Indemnifying Parties. (c) The Indemnifying Parties shall be authorized to compromise or consent to a settlement of, or the entry of any judgment in any pending or threatened Claim relating to the matters contemplated hereby unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising from, any Third Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising that may arise out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim. (d) Each of the Parties hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere in the world.

Third Party Claims. (a) In The Indemnified Party seeking indemnification under this Agreement shall promptly notify the event that Party against whom indemnification is sought (the “Indemnifying Party”) of the assertion of any Person desires to make a claim under Sections 10.2 claim, or 10.3 in connection with the commencement of any action, suit, proceeding, suit or demand at proceeding by any time instituted against or made upon any Person for which such Person may seek indemnification hereunder Third Party (a “Third Party Claim”), in respect of which indemnity may be sought hereunder and shall give the Person or Persons entitled to indemnification hereunder (the “Indemnified Party”) shall promptly notify the Indemnifying Party or Parties required to provide indemnification hereunder (the “Indemnifying Party”) of such Third Party Claim and the claim of indemnification information with respect theretothereto as the Indemnifying Party may reasonably request, provided that but failure of the Indemnified Party to give such prompt notice shall not relieve the Indemnifying Parties Party of their obligations under this Article X, except any liability hereunder (unless and to the extent, if at all, extent that the Indemnifying Parties Party has suffered material prejudice by such failure). The Indemnifying Party shall have been prejudiced thereby. the right, but not the obligation, exercisable by written notice to the Indemnified Party within twenty (b20) Upon days of receipt of notice from the Indemnified Party pursuant to Section 10.5(a) and provided that of the Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions commencement of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control or assertion of such Third Party Claim, but shall allow the Indemnified Party a reasonable opportunity to participate in assume the defense and control the settlement of any such Third Party Claim with its own counsel if and at its own expense; provided, that only if an (i) the Indemnifying Party is also subject acknowledges in writing its obligation to the Third Party Claim and counsel to indemnify the Indemnified Party reasonably determines in writing that a conflict or potential conflict exists between the Indemnifying Party for any and the Indemnified Party, then the Indemnifying Parties shall be liable under this Article X for the fees of the Indemnified Party’s counsel and any other expenses related to the defense all Losses arising out of such Third Party Claim. The Indemnifying Parties shall select counsel, contractors (ii) such Third Party Claim involves (and consultants continues to involve) claims solely for money damages or involves (and continues to involve) claims for both money damages and equitable relief against the Indemnified Party that cannot be severed, where, in the reasonable good faith opinion of recognized standing and competence after consultation with the Indemnified Party; shall take all steps necessary in , the defense or settlement of such claims for money damages are the primary claims asserted by the Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claimclaims for equitable relief are incidental to the claims for money damages. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with In the event that the Indemnifying Parties in Party exercises its right to control the defense of any Third Party Claim defended as provided above, then the other Party shall cooperate in such defense and make available all witnesses, pertinent records, materials and information in such Party’s possession and control relating thereto as is reasonably required by the Indemnifying PartiesParty conducting the defense. (b) The Indemnifying Party or the Indemnified Party, as the case may be, shall have the right to participate in (but not control), at its own expense, the defense of any Third Party Claim that the other is defending, as provided in this Agreement. 35 (c) The If the Indemnifying Parties Party has assumed the defense of any Third Party Claim as provided in this Agreement, the Indemnifying Party shall be authorized to not settle, enter into any compromise, consent to a settlement of, or consent to the entry of any judgment arising from, any such Third Party Claim, Claim without the consent of any Indemnified Party; but only if the Indemnifying Parties ’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, unless (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with relates solely to monetary damages for which the effectiveness of such settlement; Indemnifying Party has acknowledged and accepted full responsibility to indemnify the Indemnified Party, and (ii) not encumber any the terms of the assets settlement include a full and unconditional release of the Indemnified Party and all of its Affiliates in respect of the subject matter of such Third Party Claim and all related claims and damages arising therefrom and no acknowledgement or acceptance of any fault or blame on the part of the Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or Party. In addition to the conduct of any foregoing, the Indemnifying Party shall not, without the Indemnified Party’s business; and prior written consent, enter into any compromise or settlement that (iiii) obtain, as a condition of any settlement or other resolution, a complete release of any commits the Indemnified Party potentially affected to take, or to forbear to take, any action, or (ii) does not provide for a full and unconditional release by such Third Party Claim. (d) Each of the Parties hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere in the world.

Third Party Claims. (a) In If the event that any Person desires to make Indemnified Party seeks indemnification under this Article 10 in respect of, arising out of or involving a claim under Sections 10.2 or 10.3 in connection with any actiondemand, suitwhether or not involving a Proceeding, proceeding, by another Person not a party to this Agreement or demand at any time instituted against or made upon any Person for which an Affiliate of such Person may seek indemnification hereunder party (a “Third Party Claim”), then the Person Indemnified Party will include in the Indemnity Claim Notice (i) notice of the commencement or Persons entitled threat of any Proceeding relating to indemnification hereunder such Third Party Claim within thirty (30) days after the “Indemnified Party”Party has received written notice of the commencement of the Third Party Claim and (ii) shall promptly notify the Party or Parties required to provide indemnification hereunder (facts constituting the “Indemnifying Party”) of basis for such Third Party Claim and the claim amount of indemnification with respect theretothe damages claimed by the other Person, provided that failure in each case to the extent known to the Indemnified Party. Notwithstanding the foregoing, no delay or deficiency on the part of the Indemnified Party to give such prompt notice shall not in so notifying the Indemnifying Party will relieve the Indemnifying Parties Party of their obligations any Liability or obligation under this Article X, Agreement except to the extent, if at all, that extent the Indemnifying Parties shall have been prejudiced therebyParty has suffered actual material Losses directly caused by the delay or other deficiency. (b) Upon receipt of notice from Within thirty (30) days after the Indemnified Party pursuant to Party’s delivery of an Indemnity Claim Notice under this Section 10.5(a) 10.4 and provided that solely if the potential Liability of the Indemnifying Party confirms in writing that is greater than the subject matter set forth in potential Liability of the notice is subject to indemnification by Indemnified Party, the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), may assume the defense and control of such Third Party Claim, but shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expenseby giving to the Indemnified Party written notice of the intention to assume such defense; provided, that if an the Indemnifying Party is also subject to further retains counsel for the defense of the Third Party Claim and counsel reasonably satisfactory to the Indemnified Party reasonably determines in writing that a conflict or potential conflict exists between the Indemnifying Party and the Indemnified Party, then the Indemnifying Parties shall be liable under this Article X for the fees of the Indemnified Party’s counsel and any other expenses related to the defense of such Third Party Claim. The Indemnifying Parties shall select counsel, contractors and consultants of recognized standing and competence after consultation with the Indemnified Party; shall take all steps necessary in provided, further, that if the defense or settlement of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with Seller is the Indemnifying Parties Party, in no event may the Indemnifying Party assume, maintain control of, or participate in, the portion of the defense of any Third Party Claim defended (A) involving criminal Liability or (B) in which any relief other than monetary damages is sought against the Indemnified Party or that is brought by the Indemnifying Partiesa Governmental Authority. (c) The If the Indemnifying Parties shall be authorized to consent to a settlement ofParty does not, or is not able to, assume or maintain control of the entry defense of a Third Party Claim in compliance with Section 10.4(b), the Indemnified Party will have the right to control the defense of the Third Party Claim. The party not controlling the defense (the “Noncontrolling Party”) may participate therein at its own expense. The party controlling the defense (the “Controlling Party”) will reasonably advise the Noncontrolling Party of the status of the Third Party Claim and the defense thereof, discuss with the Noncontrolling Party any strategic decisions in such defense, and take into account in good faith any comments by the Noncontrolling Party. The Noncontrolling Party will, upon reasonable request by the Controlling Party use commercially reasonable efforts to furnish the Controlling Party with such information as it may have with respect to such Third Party Claim and related Proceedings (including copies of any judgment arising fromsummons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and will otherwise reasonably cooperate with and assist in the defense of the Third Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or except to the conduct of any Indemnified extent such information would reasonably prejudice its rights versus the Controlling Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim. (d) Each Neither party will agree to any compromise or settlement of the Parties hereby consents Third Party Claim without the prior written Consent of the other party, which Consent will not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the nonexclusive jurisdiction of any court contrary in which a proceeding in respect of a Third-Party this Section 10.4, no Tax Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under shall be subject to this Agreement with respect to such proceeding or the matters alleged therein and agree that process may Section 10.4. Tax Claims shall be served on a Party with respect to such a claim anywhere in the worldgoverned solely by Section 9.8.

Third Party Claims. (a) In the event that any Person desires to make If a claim under Sections 10.2 or 10.3 in connection with any claim, action, suit, proceeding, suit or demand at any time instituted against proceeding by a Person who is not a Party or made upon any Person for which such Person may seek indemnification hereunder an Affiliate thereof (a “Third Party Claim”), the ) is made against any Person or Persons entitled to indemnification hereunder pursuant to Section 8.02 (the an “Indemnified Party”) ), and if such Person intends to seek indemnity with respect thereto under this ARTICLE VIII, such Indemnified Party shall promptly notify give a Notice of Claim to the Party or Parties required obligated to provide indemnification hereunder indemnify such Indemnified Party (such notified Party, the “Indemnifying Responsible Party”) of such Third Party Claim and the claim of indemnification with respect thereto, ); provided that the failure of the Indemnified Party to give such prompt notice Notice of Claim shall not relieve the Indemnifying Parties Responsible Party of their its obligations under this Article Xhereunder, except to the extent, if at all, extent that the Indemnifying Parties Responsible Party is actually prejudiced thereby. The Responsible Party shall have been prejudiced thereby. (b) Upon receipt the right to assume the control of notice from and conduct, through counsel reasonably acceptable to the Indemnified Party pursuant to Section 10.5(a) and provided that at the Indemnifying Party confirms in writing that expense of the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions of this Article XResponsible Party, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the settlement or defense and control of such Third Party Claim; provided, but shall allow that the Responsible Party has acknowledged to the Indemnified Party a reasonable opportunity in writing its obligation to indemnify the Indemnified Party with respect to such Third Party Claim; provided further, that the Responsible Party must conduct the defense of the Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard. The Indemnified Party may thereafter participate in the defense of any such Third Party Claim with its own counsel and at its own expense. Notwithstanding the foregoing, the Responsible Party shall have no right to assume the defense of, or otherwise defend, compromise, settle or control in any respect, a Third Party Claim if (i) such Third Party Claim relates to or arises in connection with any criminal proceeding or allegation involving, whether directly or indirectly, the Indemnified Party, (ii) such Third Party Claim relates to or arises in connection with any non-criminal proceeding by a Governmental Body that would reasonably be expected to materially and adversely affect the operations or conduct of Parent, its Subsidiaries and its Affiliates (including the Surviving Company) taken as a whole, unless such claim involves the former directors of the Surviving Corporation, in which case Stakeholder Representative may solely control the defense of any such Third Party Claim relating to such director with its own counsel at its own expense, but not any other aspects of such Third Party Claim, (iii) such Third Party Claim would reasonably be expected to result in the granting of an injunction or equitable relief against any Indemnified Party, when if granted, would impede the business or a key asset of Parent or any of its Subsidiaries in any material respect; provided, that if an (iv) the Indemnifying Party failed or is also subject failing to vigorously defend such Third Party Claim, (v) the Responsible Party reasonably believes that the Losses relating to such Third Party Claim could exceed the maximum amount that such Indemnified Party could then be entitled to recover under the applicable provisions of this ARTICLE VIII, (vi) the Third Party Claim involves a claim of infringement, misuse, or misappropriation of any Intellectual Property; provided, however, Stakeholder Representative may participate in the defense of such claim at its sole cost and counsel to expense and Parent may not settle or compromise such claim without Stakeholder Representative's consent (which consent will not be unreasonably withheld, conditioned or delayed), and (vii) the Responsible Party does not provide the Indemnified Party reasonably determines in writing with reasonable evidence that a conflict the Responsible Party has the financial resources to defend such Third Party Claim and to fulfill its indemnification obligations under this ARTICLE VIII. (b) The Responsible Party shall not pay or potential conflict exists between settle any such claim without first seeking the Indemnifying Party and prior written consent of the Indemnified Party, then the Indemnifying Parties shall which consent may not be liable under this Article X for the fees of unreasonably withheld, conditioned or delayed; provided that the Indemnified Party’s counsel consent shall not be required if the judgment or proposed settlement (i) involves only the payment of money damages by the Responsible Party, (ii) does not impose an equitable remedy upon the Indemnified Party in connection with such settlement; (iii) does not include the admittance of any fault by the Indemnified Party, (iv) involves a dismissal of the underlying claim without prejudice (if applicable), (v) includes a full release by the plaintiff or claimant of all Indemnified Parties from any liability or Loss with respect to such Third Party Claim and (vi) includes a provision whereby the plaintiff or claimant in the matter is prohibited from disclosing publicly any other expenses related information regarding the Third Party Claim or such relief without the Indemnified Party’s prior consent. (c) If the Responsible Party chooses to defend any Third Party Claim, the Indemnified Party and its Affiliates, and their respective officers, directors, employees, managers, members, agents and representatives, will cooperate in good faith in the defense of such Third Party Claim. The Indemnifying Parties shall select counsel, contractors Such cooperation will include the retention and consultants (upon the Responsible Party’s request) the provision to the Responsible Party’s of recognized standing records and competence after consultation with the Indemnified Party; shall take all steps necessary in the defense or settlement of information which are reasonably relevant to such Third Party Claim; , and shall at making employees and other representatives and advisors available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Stakeholder Representative (on behalf of the Stockholders and holders of Options) will act on behalf of all times diligently and promptly pursue Responsible Parties in the resolution case of such all Third Party Claim. The Claims with respect to which a Parent Indemnified Party shall, is seeking indemnification under Section 8.02. Each Responsible Party and Indemnified Party shall cause each of its Affiliates and representatives to, reasonably cooperate fully with the Indemnifying Parties in the defense of any Third Party Claim defended by the Indemnifying Parties. in respect of which indemnity may be sought hereunder and each (c) The Indemnifying Parties shall be or a duly authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out representative of such settlement or judgment concurrently with the effectiveness of Party) shall furnish such settlement; (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; records, information and (iii) obtaintestimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claimmay be reasonably requested in connection therewith. (d) Each The above provisions of the Parties hereby consents this Section 8.03 shall not apply to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Third Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Partyrelating to Taxes, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement the procedures with respect to such proceeding or which shall be governed by Section 10.01 and an Agreed Indemnifiable Event, the matters alleged therein and agree that process may be served on a Party procedures with respect to such a claim anywhere in the worldwhich shall be governed by Section 8.06.

Third Party Claims. (a) In the event that any Person desires to make case of a claim under Sections 10.2 or 10.3 in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder (a “Third Party Claim”), the Person Indemnifying Party shall have the right, at its expense, to participate in or Persons entitled to indemnification hereunder (assume control of the “negotiation, settlement or defense of the claim or Legal Proceeding and, in such event, the Indemnifying Party shall reimburse the Indemnified Party for all of the Indemnified Party”) 's out-of-pocket expenses as a result of such participation or assumption. If the Indemnifying Party elects to assume such control, the Indemnified Party shall promptly notify have the Party right to participate in the negotiation, settlement or Parties required to provide indemnification hereunder (the “Indemnifying Party”) defense of such Third Party Claim and the claim of indemnification with respect theretoto retain counsel to act on its behalf, provided that failure the fees and disbursements of such counsel shall be paid by the Indemnified Party to give such prompt notice shall not relieve unless the Indemnifying Parties of their obligations under this Article X, except Party consents to the extent, if retention of such counsel at all, that its expense. If the Indemnifying Parties shall have been prejudiced thereby. (b) Upon receipt of notice from Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable time, the Indemnified Party pursuant shall be entitled to Section 10.5(a) assume such control and provided that the Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject to indemnification shall be bound by the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control of such Third Party Claim, but shall allow results obtained by the Indemnified Party a reasonable opportunity with respect to participate in the defense of such Third Party Claim and shall solely bear all reasonable expenses associated with its own counsel and at its own expense; provided, that if an Indemnifying Party is also subject to the Third Party Claim and counsel to the Indemnified Party reasonably determines in writing that a conflict or potential conflict exists between the Indemnifying Party and the Indemnified Party, then the Indemnifying Parties shall be liable under this Article X for the fees of the Indemnified Party’s counsel and any other expenses related to the defense of such Third Party Claim. The Indemnifying Parties shall select counselIf either Party makes a payment, contractors and consultants of recognized standing and competence after consultation with the Indemnified Party; shall take all steps necessary resulting in the defense or settlement of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties in the defense of any Third Party Claim defended by the Indemnifying Parties. (c) The Indemnifying Parties shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without which precludes a final determination of the consent merits of any the Third Party Claim and the Indemnified Party; but only if Party and the Indemnifying Parties shall (i) pay or cause Party are unable to be paid all amounts arising out of agree whether such settlement or judgment concurrently with payment was unreasonable in the effectiveness of such settlement; (ii) not encumber any circumstances having regard to the amount and merits of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim, then such dispute shall be referred to and finally settled by binding arbitration in accordance with Article 15. (d) Each of the Parties hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere in the world.

Third Party Claims. (a) In Except with respect to Tax Matters, which shall be governed by Section 6.4(d), in the event that case of any Person desires to make claim asserted by a claim under Sections 10.2 or 10.3 in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder third party (a “Third Party Claim”), the Person or Persons ) against a party entitled to indemnification hereunder under this Agreement (the “Indemnified Party”) ), notice shall promptly notify be given by the Indemnified Party or Parties to the party required to provide indemnification hereunder (which, for purposes of the Creditor Indemnitees, such notice shall be given to the Representative) (the “Indemnifying Party”) promptly after such Indemnified Party has knowledge of such Third Party Claim and the any claim of indemnification with respect thereto, as to which indemnity may be sought provided that any failure on the part of the Indemnified Party to give such prompt notice so notify the Indemnifying Party shall not relieve limit any of the obligations of the Indemnifying Parties of their obligations under this Article X, VIII (except to the extent, if at all, that extent such failure materially prejudices the Indemnifying Parties shall have been prejudiced thereby. (b) Upon receipt of notice from or materially increases the Indemnified Party pursuant to Section 10.5(a) and provided that the Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject to indemnification Losses indemnifiable by the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control of in connection with such Third Party Claim, but ). The Indemnified Party shall allow have the right in its sole discretion to defend or settle any such Third Party Claim. Representative (if the Indemnified Party is a reasonable opportunity Parent Indemnitee) and Parent (if the Indemnified Party is a Creditor Indemnitee) shall be entitled, on behalf of the Indemnifying Parties, at their expense, to participate in in, but not to determine or conduct, the defense of such Third Party Claim with its own counsel and at its own expense; provided(the party controlling such defense the “Controlling Party” and, that if an Indemnifying Party is also subject to the Third Party Claim and counsel to other party the Indemnified Party reasonably determines in writing that a conflict “Non-Controlling Party”). In the event of settlement or potential conflict exists between the Indemnifying Party and the Indemnified Party, then the Indemnifying Parties shall be liable under this Article X for the fees of the Indemnified Party’s counsel and any other expenses related to the defense of such Third Party Claim. The Indemnifying Parties shall select counsel, contractors and consultants of recognized standing and competence after consultation with the Indemnified Party; shall take all steps necessary in the defense or settlement of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties in the defense of any Third Party Claim defended by the Indemnifying Parties. (c) The Indemnifying Parties shall be authorized to consent to a settlement of, or the entry Controlling Party of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; but only if amount paid in such settlement or resolution (the “Settlement Amount”) shall not be determinative and binding upon the Indemnifying Parties shall as to the amount of Losses recoverable pursuant to this Article VIII with respect thereto unless the Representative (iif the Indemnified Party is a Parent Indemnitee) pay and the Parent (if the Indemnified Party is a Creditor Indemnitee) has consented (or cause been deemed to be paid all amounts arising out of have consented) to any such settlement or judgment concurrently with resolution (in which case the effectiveness of Settlement Amount for such settlement; (ii) not encumber any of settlement or resolution shall, subject to the assets of any limitations set forth in this Article VIII, be Losses for which the affected Indemnified Party or agree are entitled to any restriction or condition that would apply be indemnified, compensated and reimbursed hereunder), it being understood and agreed that, to or adversely affect any the extent the Indemnified Party or is entitled to indemnification hereunder for the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by matters underlying such Third Party Claim. (d) Each , the reasonable attorneys’ fees, other professionals’ and experts’ fees, costs of investigation and court or arbitration costs with respect to such settlement or resolution are Losses recoverable pursuant to this Article VIII regardless of whether the Parties hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party Representative or Dynamic Indemnified PartyParent, as applicable, for purposes of any claim that a Superior consents (or is deemed to have consented) to the Settlement Amount. The Representative’s (if the Indemnified Party is a Parent Indemnitee) or Dynamic Parent’s (if the Indemnified PartyParty is a Creditor Indemnitee) consent to any such settlement or resolution shall be deemed to have been given unless the Representative (if the Indemnified Party is a Parent Indemnitee) or Parent (if the Indemnified Party is a Creditor Indemnitee) shall have objected in a writing delivered to Parent (if the Indemnified Party is a Parent Indemnitee) or Representative (if the Indemnified Party is a Creditor Indemnitee) within fifteen (15) days after a written request for such consent is delivered. The consent of the Non-Controlling Party shall not be unreasonably, as applicablewithheld, may have under this Agreement with respect to such proceeding conditioned or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere in the worlddelayed.

Third Party Claims. (ai) In If any third party shall notify any party hereto (the event that “Indemnified Party”) with respect to any Person desires to make a claim under Sections 10.2 or 10.3 in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder matter (a “Third Party Claim”), the Person or Persons entitled ) which may give rise to a claim by such Indemnified Party for indemnification hereunder (the “Indemnified Party”) shall promptly notify the Party or Parties required to provide indemnification hereunder against any other party hereto (the “Indemnifying Party”) under this ARTICLE VIII, the Indemnified Party shall give the Indemnifying Party prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party demonstrates that the Indemnifying Party’s ability to defend or resolve such Third Party Claim is materially and adversely affected thereby. Such written notice by the Indemnified Party shall describe in reasonable detail (based on information then available to the Indemnified Party) the Third Party Claim and the claim estimated amount, if reasonably practicable, of indemnification with respect thereto, provided the Loss that failure of has been or may be sustained by the Indemnified Party. (ii) The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice, reasonably satisfactory to give such prompt notice shall not relieve the Indemnified Party, so long as (1) the Indemnifying Parties of their obligations under this Article XParty notifies the Indemnified Party, except to the extent, if at all, that the Indemnifying Parties shall have been prejudiced thereby. within ten (b10) Upon receipt of notice from Business Days after the Indemnified Party pursuant has given notice of the Third Party Claim to Section 10.5(athe Indemnifying Party (or by such earlier date as may be necessary under applicable procedural rules in order to file a timely appearance and response or other responsive pleading) and provided that the Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume assuming the defense and control of such Third Party Claim, but shall allow provided, that if the Indemnifying Party assumes control of such defense the Indemnifying Party must first acknowledge in such notice its indemnification obligations hereunder without qualification or reservation of rights, subject to the limitations and other provisions of this ARTICLE VIII, (2) the Indemnifying Party conducts the defense of the Third Party Claim actively, diligently, in good faith and at its own cost and expense, (3) the Third Party Claim (A) does not involve injunctive, equitable, or other non-monetary relief against the Indemnified Party, (B) is not one in which the Indemnified Party reasonably determines, after consultation with its counsel, that use of the counsel selected by the Indemnifying Party to represent the Indemnified Party would be reasonably likely to present such counsel with a reasonable opportunity conflict of interest, (C) does not involve monetary damages in excess of the Cap, (D) does not relate to participate or otherwise arise in connection with any criminal or regulatory Action or any Action by any Governmental Authority (including any Action in respect of Taxes), (E) is not one in which an adverse judgment would, in the good faith judgment of the Indemnified Party, likely be materially adverse to the Indemnified Party’s business, (F) does not involve, in the case of Seller as the Indemnifying Party, a customer, supplier or vendor to the Company, (4) the assumption of defense of the Third Party Claim by the Indemnifying Party is not reasonably likely to cause a Buyer Indemnified Party to lose coverage under the R&W Insurance Policy, and (5) a Buyer Indemnified Party or the insurer is not required to assume the defense of such Third Party Claim with its own pursuant to the R&W Insurance Policy. (iii) The Indemnified Party may retain separate co-counsel and at its own expense; provided, sole cost and expense (except that if an the Indemnifying Party is also subject will be responsible for the fees and expenses of such separate co-counsel (x) to the Third Party Claim and counsel to extent the Indemnified Party reasonably determines in writing concludes that a conflict the counsel the Indemnifying Party has selected has an actual or potential conflict exists between of interest or (y) to the extent incurred (1) prior to the date the Indemnifying Party and the Indemnified Party, then the Indemnifying Parties shall be liable under this Article X for the fees effectively assumes control of the Indemnified Party’s counsel and any other expenses related to the defense of such Third Party Claim. The ) or (2) during the pendency of such Third Party Claim if the Indemnifying Parties shall select counsel, contractors and consultants of recognized standing and competence after consultation with Party requests any cooperation or assistance from the Indemnified Party; shall take all steps necessary Party or the Indemnified Party is otherwise requested or required to participate in the defense or settlement any aspect of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties in the defense of any Third Party Claim defended by the Indemnifying Parties). (civ) The Indemnifying Parties shall be authorized to Party will not consent to a settlement of, or the entry of any judgment arising from, or enter into any compromise or settlement with respect to any Third Party Claim, Claim without the prior written consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party (which such consent may not be unreasonably withheld, conditioned, or agree to any restriction delayed) unless such judgment, compromise, or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and settlement (iii1) obtainincludes, as a condition of to any settlement or other resolution, a complete and irrevocable general release of any the Indemnified Party potentially affected and its Affiliates from all Liabilities in respect of such Third Party Claim and (2) involves no admission of wrongdoing by the Indemnified Party or any of its Affiliates and, without limiting the generality of the forgoing, no finding or admission of any violation of any Law or the rights of any Person by the Indemnified Party or any of its Affiliates. (v) In the event that the Indemnifying Party fails to assume the defense of a Third Party Claim in accordance with Section 8.5(a)(ii) or following the Indemnifying Party’s assumption of the defense of a Third Party Claim in accordance with Section 8.5(a)(ii) any of the conditions set forth in Section 8.5(a)(ii) becomes unsatisfied with respect to such Third Party Claim. (d) Each , then the Indemnified Party may assume control of the Parties hereby consents defense of such Third Party Claim to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement entire exclusion (including with respect to the settlement or compromise of, or entry of judgment in, such proceeding or Third Party Claim) and at the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere in entire expense of the worldIndemnifying Party.

Third Party Claims. (a) In the event that any Person Buyer Indemnified Party or Seller Indemnified Party desires to make a claim under Sections 10.2 against the Reuters Sellers, the Company and its subsidiaries, or 10.3 Dow ▇▇▇▇▇ or DJBI, as the case may be, in each case in connection with any actionthird party litigation, arbitration, action suit, proceeding, claim, investigation or demand at any time instituted against or made upon any Person it for which such Person it may seek indemnification hereunder under Section 7.2 (other than 7.2(e)) (a “Third Party Claim”), the Person or Persons entitled to ): (a) The party that seeks indemnification hereunder (the “Indemnified Party”) shall promptly notify Reuters, the Party Company or Parties required to provide indemnification hereunder Dow ▇▇▇▇▇, as the case may be (the “Indemnifying Party”) ), of such Third Party Claim and the Indemnified Party’s claim of for indemnification with respect theretothereto promptly after obtaining notice of such Third Party Claim; provided, provided that failure of the Indemnified Party to promptly give such prompt notice shall will not relieve the Indemnifying Parties Party of their its indemnification obligations under this Article X7, except (and then only to the extent, if at all, that extent that) the Indemnifying Parties shall have Party has actually been prejudiced thereby. (b) Upon receipt The Indemnifying Party will have the right to assume the defense of notice from the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party pursuant by written notice to Section 10.5(athe Indemnified Party within twenty (20) and provided that days after the Indemnifying Party confirms in writing that has received notice of the subject matter set forth Third Party Claim. (c) The Indemnifying Party shall not, in the notice defense of such claim, consent to the entry of any judgment (other than a judgment of dismissal on the merits without costs) or enter into any settlement without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned, unless (i) there is subject no finding or admission of any violation of any applicable law by the Indemnified Party and (ii) the sole relief provided is monetary damages as to indemnification by which the Indemnifying Party under the applicable provisions of this Article X, shall pay. (d) If the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume Party assumes the defense and control of the Indemnified Party in connection with such Third Party Claim, but shall allow the Indemnified Party a reasonable opportunity shall have the right to employ separate counsel at its own expense and to participate in the defense of such Third Party Claim with its own Claim, but the fees and expenses of such counsel and shall be at its own expense; providedthe expense of the Indemnified Party, that if an unless (i) the Indemnifying Party is also subject shall have failed promptly to assume the defense thereof and employ counsel as provided above or (ii) the named parties to any such Third Party Claim and counsel to (including impleaded parties) include the Indemnified Party or its affiliates and the Indemnifying Party or its affiliates, and the Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it that are different from or in addition to those available to the Indemnifying Party, provided that the Indemnifying Party shall not in any event be responsible hereunder for the fees and expenses of more than one law firm retained by all Indemnified Parties in connection with any Third Party Claim in the same jurisdiction. (e) If the Indemnifying Party does not assume the defense of a Third Party Claim after receipt of notice of such Third Party Claim from the Indemnified Party under clause (a) above, the Indemnified Party may defend against such claim in such manner as it reasonably determines deems appropriate. The Indemnified Party may not settle such claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed, or conditioned. (f) The Indemnified Party shall cooperate in writing that a conflict or potential conflict exists between good faith with the Indemnifying Party and the Indemnified Partyits representatives (including, then the Indemnifying Parties shall be liable under this Article X for the fees of the Indemnified Party’s counsel and any other expenses related to the defense of such Third Party Claim. The Indemnifying Parties shall select without limitation, its counsel, contractors and consultants of recognized standing and competence after consultation with the Indemnified Party; shall take all steps necessary ) in the defense or settlement of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shallinvestigation, and shall cause each of its Affiliates and representatives tonegotiation, cooperate fully with the Indemnifying Parties in the settlement, trial and/or defense of any Third Party Claim defended by the Indemnifying Parties. (c) and any appeal arising therefrom). The Indemnifying Parties parties shall be authorized cooperate with each other in any notifications to consent to a settlement of, or the entry and information requests of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claiminsurers. (d) Each of the Parties hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere in the world.

Third Party Claims. (a) In the event that any Person desires to make If an Indemnification Claim arises a claim under Sections 10.2 result of or 10.3 in connection with any action, suit, proceeding, or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder in relation to a claim by a third party (a “Third Party Claim”)): 11.6.1 the Indemnified Parties shall, within 10 (Ten) Business Days from the Person or Persons entitled to indemnification hereunder (the “Indemnified Party”) shall promptly notify the Party or Parties required to provide indemnification hereunder (the “Indemnifying Party”) receipt of written notice of such Third Party Claim and the claim of indemnification with respect theretoClaim, provided that failure of the Indemnified Party to give such prompt notice shall not relieve notify the Indemnifying Parties or the relevant Indemnifying Party (in case of their obligations a Sole Liability Indemnification Event) in writing (“Third Party Claim Notice”). The Third Party Claim Notice shall specify (i) details of the amount claimed by third party under the Third Party Claim (“Third Party Claim Amount”) and the Pro Rata Share of aggregate Loss for each Indemnifying Party if a Shared Liability Indemnification Event; (ii) the events and circumstances giving rise to the Losses along with supporting documentation to enable the Indemnifying Party to assess the Loss; and (iii) specific provision of the Agreement pursuant to which the claim is being made, to the extent available with the Indemnified Parties. Provided, however, that any failure to provide a Third Party Claim Notice shall not affect the Indemnifying Party’s obligation to indemnify, defend and hold harmless the Indemnified Parties under this Article X, Clause 11 (Indemnification) save and except to the extentextent such delay results in (i) an increase in the amount of Loss suffered or incurred by the Indemnified Parties, if at allin which case the Indemnifying Party shall not be liable for such increased Loss; or (ii) prejudices the right or ability of the Indemnifying Party to defend the Third Party Claim, in which case the Indemnifying Party shall not be liable for any increase in Loss on account of such right or ability being prejudiced; 11.6.2 each Indemnifying Party which has received a Third Party Claim Notice, shall, within the earlier of (A): 20 (Twenty) Business Days of receipt of the Third Party Claim Notice; and (B) 2 (Two) Business Days prior to the expiry of the timeline for response specified in the Third Party Claim: (a) issue a notice in writing accepting the Third Party Claim Notice (“Third Party Claim Notice Acceptance”), and notify the Indemnified Parties in writing, that it intends to assume the Indemnifying Parties shall have been prejudiced thereby. defence of the Third Party Claim (not being an Excluded Third Party Claim) described in the Third Party Claim Notice; or (b) Upon receipt of notice from issue a Third Party Claim Notice Acceptance, and notify the Indemnified Parties in writing, that it does not intend to assume the defence of the Third Party pursuant to Section 10.5(aClaim described in the Third Party Claim Notice; or (c) and provided that the only if such Indemnifying Party confirms is the Transferor, issue a notice in writing rejecting the Third Party Claim Notice (“Third Party Claim Notice Rejection”). Provided that if the subject matter set forth in Transferor issues a Third Party Claim Notice Rejection or notifies its intent to not take control of the notice is subject to indemnification by defence of the Third Party Claim, then no Indemnifying Party under (including the applicable provisions of this Article X, the Indemnifying Parties will, subject Transferor) shall be entitled to the provisions of Section 10.5(c), assume the defense and defend or take control of such Third Party Claim, but shall allow unless the prior written consent of the Indemnified Parties is obtained. It is hereby clarified that the Indemnifying Party shall not be entitled to assume control or defence of a reasonable opportunity Third Party Claim which (a) is criminal in nature or threatens in writing the initiation of criminal Proceedings; and/or (b) seeks as a remedy or prayer, an injunction on the business or operations of the Buyer (each an “Excluded Third Party Claim”). Provided that in case an Excluded Third Party Claim also seeks monetary recourse against the Buyer, the Buyer shall consult the Transferor in relation to participate in such Excluded Third Party Claim; 11.6.3 if Transferor notifies the defense Indemnified Parties pursuant to Clause 11.6.2 above that it intends to assume the defence of such Third Party Claim (not being an Excluded Third Party Claim) then the other Indemnifying Parties shall not be entitled to issue a Third Party Claim Notice Rejection: (a) the Transferor along with all other Indemnifying Party(ies) which have elected to assume defence of the Third Party Claim, acting jointly, shall be entitled at their own cost and expense as per Pro Rata Share if a Shared Liability Indemnification Event (including pursuant to any demands or deposits required to be made in relation to such Third Party Claim) to control and defend the Third Party Claim, in a diligent manner and in accordance with timelines prescribed in the Third Party Claim or by any order of a Governmental Authority. Provided that no Indemnifying Party shall, without the prior written consent of the Indemnified Parties (which shall not be unreasonably withheld), (i) acknowledge or admit to any guilt, liability, fault, misconduct, negligence or breach of any Applicable Law or contract by any Indemnified Parties; and/or (ii) take any action that that may adversely impact the reputation of the Indemnified Parties; and/or (iii) enter into any settlement or compromise of such Third Party Claim. Notwithstanding the aforesaid, if the Indemnifying Parties, propose to settle a Third Party Claim which includes: (A) an unconditional and complete release of the Indemnified Parties, save and except for any monetary claims paid by the Indemnifying Party as part of such settlement, and (B) no admission of liability or wrong doing, or any criminal act on part of any Indemnified Party, and the Indemnified Party(ies) withhold their consent to such a settlement, then the Indemnifying Parties’ liability for such Third Party Claims shall not exceed the amount at which Indemnifying Parties were willing to settle such Third Party Claim; (b) once the Indemnifying Parties have duly assumed the defence of a Third Party Claim in accordance with Clause 11.6.3(a) above, the Indemnified Parties shall have the right, but not the obligation, to participate in any such defence and to employ separate counsel of its own counsel and choosing at its their own expense; provided; (c) the Indemnified Parties shall give, upon written request from the Indemnifying Party, all such information available to it/them that if an Indemnifying Party is also subject relevant to the Third Party Claim and counsel reasonable assistance including access to premises and personnel, and the right to examine and copy or photograph any Assets, accounts, documents and records, as the Indemnified Party Parties may reasonably determines in writing that request, provided any access to information does not constitute a conflict or potential conflict exists between the Indemnifying Party and loss of legal privilege of the Indemnified PartyParties or an act of breach of the confidentiality obligations of the Indemnified Parties; (d) without prejudice to Clause 11.6.3(a) and Clause 11.6.3(b), then the Indemnifying Parties shall be liable under this Article X for the fees of the Indemnified Party’s counsel and any other expenses related to the defense of such Third Party Claim. The Indemnifying Parties shall select counsel, contractors and consultants of recognized standing and competence after consultation consult with the Indemnified Party; shall take all steps necessary Parties in relation to the defense or settlement conduct of such the Third Party Claim; and and (e) the Indemnifying Parties shall at keep the Indemnified Parties informed about progress of all times diligently and promptly pursue material developments in relation to the resolution of such Third Party Claim. The Indemnified Party shall; (f) without prejudice to Clause 11.6.3(a), and shall cause each the payment of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties in the defense of any Third Party Claim defended by Amount to the Indemnified Parties (and if a Shared Liability Indemnification Event, the Pro Rata Share of each Indemnifying Party) upon issuance of Third Party Claim Notice Acceptance, shall (without prejudice to the Transferor’s entitlement (along with all other Indemnifying Party(ies) which have elected to assume defence of the Third Party Claim, acting jointly, at their own cost and expense as per Pro Rata Share if a Shared Liability Indemnification Event) to control and defend the Third Party Claim) be due in accordance with the timelines set out in Clause 11.5.3(a) above from the date on which, the Indemnified Party is required to make such payment, or the relevant Governmental Authority requires such payment to be made, and the terms of Clause 11.5.3(a) shall apply mutatis mutandis; 11.6.4 (A) if the Transferor upon receipt of a Third Party Claim Notice (i) notifies the Indemnified Parties in accordance with Clause 11.6.2 above of its intent not to defend / take control of the Third Party Claim; (ii) or fails to respond to a Third Party Claim Notice within the earlier of: (x) 20 (Twenty) Business Days of receipt of the Third Party Claim Notice; and (y) 2 (Two) Business Days prior to the expiry of the timeline for response specified in the Third Party Claim; or (iii) the Third Party Claim is an Excluded Third Party Claim; or (B) the Transferor issues a Third Party Claim Notice Rejection with respect to the Third Party Claim, then: (a) no Indemnifying Party shall be entitled to take control of or conduct the defence of the concerned Third Party Claim; (b) the Indemnified Parties shall be entitled at the cost and expense of all the Indemnifying Parties., to defend the Third Party Claim; (c) The the Indemnifying Parties shall be authorized give (at their own cost and expense as per the Pro Rata Share), upon written request from the Indemnified Parties, all such information available to consent with it/them that is relevant to the Third Party Claim and reasonable assistance, provided such access to information does not constitute a settlement ofloss of legal privilege of the Indemnifying Parties or an act of breach of the confidentiality obligations of the Indemnifying Parties; (d) the Indemnified Party(ies) shall not settle, make any admission of liability or the entry of any judgment arising from, compromise any Third Party Claim, without the prior consent of any Indemnified Party; but only if the Indemnifying Parties or the relevant Indemnifying Party (in case of a Sole Liability Indemnification Event); (e) the Indemnified Parties shall keep the Indemnifying Parties or the relevant Indemnifying Party (i) pay or cause in case of a Sole Liability Indemnification Event), informed about progress of and all material developments in relation to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim.; and (df) Each without prejudice to Clause 11.6.4(b), the payment of the Parties hereby consents Third Party Claim Amount to the nonexclusive jurisdiction Indemnified Parties (and if a Shared Liability Indemnification Event, the Pro Rata Share of any court in which a proceeding in respect each Indemnifying Party) upon issuance of a Third-Third Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified PartyNotice Rejection, as applicable, for purposes shall be due in accordance with the timelines set out in Clause 11.5.3(b) above and the terms of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere in the worldClause 11.5.3(b) shall apply mutatis mutandis.

Third Party Claims. (ai) In the event that Promptly upon receipt by any Indemnified Party of a written claim or demand made by any Person desires other than a party to make this Agreement or such Person’s Affiliates (a claim under Sections 10.2 or 10.3 in connection with “Third Party”) (including by any action, suit, proceeding, or demand at any time instituted against or made upon any Person Governmental Entity) for which such Person may seek Indemnified Party is entitled to indemnification hereunder under this Section 9.3 (a “Third Party Claim”), such Indemnified Party shall deliver written notice of Third Party Claim (a “Notice of Claim”) to the Person Indemnifying Party against whom indemnity is sought, describing in reasonable detail (i) the facts giving rise to such claim for 328608385v2 indemnification hereunder, (ii) the amount or Persons method of computation of the amount of such claim, to the extent reasonably known by the Indemnified Party, and (iii) the nature of the Losses with respect to which such Indemnified Party claims to be entitled to indemnification hereunder (the “Indemnified Party”) shall promptly notify the Party hereunder. Any failure or Parties required to provide indemnification hereunder (the “Indemnifying Party”) of such Third Party Claim and the claim of indemnification with respect thereto, provided that failure of delay by the Indemnified Party to give such prompt notice provide any Notice of Claim (or any information therein), however, shall not relieve reduce or otherwise affect the obligation of any Indemnifying Parties of their obligations under this Article XParty to indemnify and hold the Indemnified Party harmless, except to the extent (and only to the extent, if at all, ) that such failure or delay shall have prejudiced the Indemnifying Parties shall have been prejudiced therebyParty. (bii) Upon receipt In the event of notice from a Third Party Claim for which the Indemnified Party pursuant to is seeking indemnification under this Section 10.5(a) and provided that 9.3, the Indemnifying Party confirms in writing that shall have the subject matter set forth in right, upon written notice to such Indemnified Party within fourteen (14) days of receipt of the notice is subject Notice of Claim, to indemnification by the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control of such Third Party Claim, but at the sole cost and expense of the Indemnifying Party, with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. Any such assumption of the defense of a Third Party Claim shall allow constitute the Indemnifying Party’s acknowledgement of its responsibility to provide indemnification relating to such Third Party Claim pursuant to this Section 9.3. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party a reasonable opportunity shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the sole cost and expense of the Indemnified Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall reasonably cooperate with the Indemnifying Party in such defense (including filing extensions as reasonably determined by the Indemnifying Party) and make available to the Indemnifying Party all witnesses, pertinent records, materials and other information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party in the defense of such Third Party Claim, subject to the reimbursement of the reasonable costs and expenses incurred by the Indemnified Party as a result of a request by the Indemnifying Party to so cooperate. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume control of the defense (and shall lose the right to continue holding such control after it elects to assume such control of the defense) if (i) such claim seeks any injunctive or non-monetary equitable relief upon the Indemnified Party or (ii) such Third Party Claim is brought by a Governmental Entity or seeks to impose criminal penalties or remedies upon the Indemnified Party. Where a Third Party Claim is brought by a Governmental Entity (other than a claim that seeks to impose criminal penalties or remedies upon the Indemnified Party), Indemnifying Party shall have the right to control the defense, provided Indemnifying Party consults with its own counsel Indemnified Party in good faith and at its own expense; providedshall not settle such claim without Indemnified Party’s prior written consent (not to be unreasonably withheld, that if conditioned, or delayed). (iii) In order for an Indemnifying Party is also subject to continue the defense of any Third Party Claim, such Indemnifying Party shall (1) conduct the defense of such Third Party Claim in a reasonably diligent manner, and (2) keep the Indemnified Parties reasonably informed of all material developments in connection with such Third Party Claim. If the Indemnifying Party fails to conduct the defense of the Third Party Claim and counsel to in accordance with the foregoing standard, then the Indemnified Party reasonably determines in writing that a conflict or potential conflict exists between may, upon written notice to the Indemnifying Party and the Indemnified Party, then the Indemnifying Parties shall be liable under this Article X for the fees of the Indemnified Party’s counsel and any other expenses related to assume the defense of such Third Party Claim. The Any such assumption shall not relieve the Indemnifying Parties Party of any of its obligations pursuant to this Section 9.3 and the Indemnifying Party shall select counsel, contractors and consultants of recognized standing and competence after consultation with reimburse the Indemnified Party; shall take Party for all steps necessary fees, costs and expenses (including reasonably attorneys’ fees) in the defense or settlement of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully connection with the Indemnifying Parties in the defense of any Third Party Claim defended by the Indemnifying Parties. (c) The Indemnifying Parties shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim. (div) Each So long as the Indemnifying Party has assumed (and is entitled to assume) such Third Party Claim and is diligently defending the Third Party Claim in good faith, the Indemnified Party shall not settle, compromise or discharge such Third Party Claim without the consent of the Parties hereby consents Indemnifying Party. Notwithstanding anything to the nonexclusive jurisdiction contrary herein, if the Indemnifying Party assumes the defense of any court Third Party Claim, the Indemnifying Party shall be entitled to settle, compromise or discharge any Third Party Claim without the prior written consent of the Indemnified Party, so long as: (i) such settlement, compromise or discharge does not include any admission of any fault or violation of Law by the Indemnified Party; (ii) the relief provided in which such settlement, compromise or discharge is limited solely to monetary damages and does not include any requirement that the Indemnified Party take or refrain from taking any actions other than compliance with any customary nondisclosure obligations related to the terms of such settlement contained in the settlement agreement; and (iii) such settlement, compromise or discharge includes a proceeding customary release of the Indemnified Party. 328608385v2 (v) Notwithstanding the foregoing, if the Indemnifying Party does not elect to defend a Third Party Claim or is not entitled to defend a Third Party Claim, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, to control the defense (or participate in the defense) of such Third Party Claim, and such defense shall be at the Indemnifying Party’s sole cost and expense (subject to the limitations set forth in this Article IX); provided, that the Indemnifying Party shall have the right to employ separate counsel and to participate in the defense thereof, and the fees and expenses of such counsel shall be at the sole cost and expense of the Indemnifying Party, and the Indemnified Parties shall reasonably consult with the Indemnifying Party regarding the defense of any such Third Party Claim, and shall consider in good faith the input of the Indemnifying Party in respect of a Third-the defense of such Third Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere in the worldClaim.

Third Party Claims. (a) In If the event that any Person desires facts giving rise to make a claim the right of indemnification under Sections 10.2 11.1 or 10.3 in connection with 11.2 above involve any action, suit, proceeding, actual claim or demand at by any time instituted third party against the Claimant (any such claim or made upon any Person for which such Person may seek indemnification hereunder (demand by a third party is called a “Third Party Claim”), and if the Person Claimant provides a Claim Notice within ten (10) Business Days of receipt of such Third Party Claim, the Indemnifying Party may, at its own expense, undertake full responsibility for the defense or Persons entitled to indemnification hereunder (the “Indemnified Party”) shall promptly notify the Party or Parties required to provide indemnification hereunder (the “Indemnifying Party”) prosecution of such Third Party Claim and may contest or settle it on such terms as it may choose. If the claim of indemnification with respect thereto, provided that failure Indemnifying Party fails to undertake the defense of the Indemnified Third Party Claim, (i) the Indemnifying Party, at its own expense, may nevertheless participate with the Claimant in the defense or prosecution of such Third-Party Claim and (ii) the Claimant may contest the Third-Party Claim on such terms as it may choose; provided, however, that in no event shall the Claimant have the right to give settle any Third Party Claim without the prior written consent of the Indemnifying Party, such prompt notice shall consent not to be unreasonably withheld. The participation of the Indemnifying Party will not relieve such Indemnifying Party of its obligation to indemnify the Indemnifying Parties of their obligations Claimant under this Article X, except to the extent, if at all, that the Indemnifying Parties shall have been prejudiced therebyXI. (b) Upon The failure of a Claimant to provide an Indemnifying Party with a Claim Notice within ten (10) Business Days of receipt of notice from the Indemnified Party pursuant to Section 10.5(a) and provided that the Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control of such a Third Party Claim, but as provided in Section 11.4(a), shall allow the Indemnified Party a reasonable opportunity to participate in the defense of not preclude such Claimant from obtaining indemnification for such Third Party Claim with its own counsel and at its own expense; provided, that if an Indemnifying Party is also subject to the Third Party Claim and counsel to the Indemnified Party reasonably determines in writing that a conflict or potential conflict exists between the Indemnifying Party and the Indemnified Party, then the Indemnifying Parties shall be liable under this Article X for XI, except to the fees extent that such Claimant’s failure has prejudiced the rights or increased the liabilities and obligations of the Indemnified Indemnifying Party’s counsel and any other expenses related to the defense of such Third Party Claim. The Indemnifying Parties shall select counsel, contractors and consultants of recognized standing and competence after consultation with the Indemnified Party; shall take all steps necessary in the defense or settlement of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties in the defense of any Third Party Claim defended by the Indemnifying Parties. (c) The Indemnifying Parties shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claim. (d) Each of the Parties hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere in the world.

Third Party Claims. In the event a Claim Notice is delivered with respect to a Third Party Claim, the provisions in the following paragraphs of this Section 5.11 apply. (a) In With respect to any Third Party Claim, the event that any Person desires to make a claim under Sections 10.2 or 10.3 in connection with any action, suit, proceeding, or demand Indemnifying Party shall have the right at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder (a “Third Party Claim”), the Person or Persons entitled to indemnification hereunder (the “Indemnified Party”) shall promptly notify the Party or Parties required to provide indemnification hereunder (the “Indemnifying Party”) within 60 days of such Third Party Claim and the claim of indemnification with respect thereto, provided that failure of the Indemnified Party to give such prompt notice shall not relieve the Indemnifying Parties of their obligations under this Article X, except to the extent, if at all, that the Indemnifying Parties shall have been prejudiced thereby. (b) Upon receipt of notice from the Indemnified Party pursuant to Section 10.5(a) and provided that the Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control of such Third Party Claim, but at its own expense, to participate in or assume control of the negotiation, settlement or defense of such Third Party Claim; provided, that the Indemnifying Party shall allow not have the right to assume the negotiation, settlement or defense of any Third Party Claim seeking equitable relief. If the Indemnifying Party elects to assume such control, the Indemnified Party a reasonable opportunity shall reasonably cooperate with the Indemnifying Party, shall have the right to participate in the negotiation, settlement or defense of such Third Party Claim with its own counsel and at its own expense; providedexpense and shall have the right to disagree on reasonable grounds with the selection and retention of counsel, that if an Indemnifying Party is also subject in which case, counsel satisfactory to the Third Party Claim and counsel to the Indemnified Party reasonably determines in writing that a conflict or potential conflict exists between the Indemnifying Party and the Indemnified Party shall be retained by the Indemnifying Party. (b) Any Indemnified Party will have the right to employ separate counsel in any Third Party Claim and/or participate in the defense thereof, but the fees and expenses of such counsel will not be included as part of any Losses incurred by 26249768.3 the Indemnified Party unless: (i) such Indemnified Party has received written advice of outside counsel, reasonably acceptable to the Indemnifying Party, then to the Indemnifying Parties shall be liable under this Article X for effect that the fees interests of the Indemnified Party’s counsel Party and any other expenses related the Indemnifying Party with respect to the defense Third Party Claim are sufficiently adverse so as to constitute an actual conflict of interest; or (ii) the employment of such counsel at the expense of the Indemnifying Party has been specifically authorized by the Indemnifying Party. (c) If the Indemnifying Party: (i) having elected to assume control thereafter fails to defend any such Third Party Claim within a reasonable time; or (ii) has not elected to assume control within 60 days of receipt of notice of such Third Party Claim. The Indemnifying Parties shall select counsel, contractors and consultants of recognized standing and competence after consultation with the Indemnified Party; Party shall take all steps necessary in be entitled to assume such control and the defense or settlement of such Third Indemnifying Party Claim; and shall at all times diligently and promptly pursue be bound by the resolution of results obtained by the Indemnified Party with respect to such Third Party Claim. The Indemnified Party shallIn addition, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties in Party shall reimburse the defense of any Third Party Claim defended by the Indemnifying Parties. (c) The Indemnifying Parties shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; reasonable and (iii) obtaindocumented out-of-pocket expenses, including reasonable expenses of counsel, as a condition result of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Party Claimassumption. (d) Each of the Parties hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought against any Superior Indemnified Party or Dynamic Indemnified Party, as applicable, for purposes of any claim that a Superior Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere in the world.

Third Party Claims. (a) In If any Indemnified Party receives written notice of the event that assertion or commencement of any Action made or brought by any Person desires to make who is not a claim under Sections 10.2 Party or 10.3 in connection with any action, suit, proceeding, an Affiliate of a Party or demand at any time instituted against or made upon any Person for which such Person may seek indemnification hereunder a Representative of the foregoing (a “Third Third-Party Claim”), ) against such Indemnified Party with respect to which the Person or Persons entitled to indemnification hereunder (the “Indemnified Party”) shall promptly notify the Indemnifying Party or Parties required is obligated to provide indemnification hereunder (the “Indemnifying Party”) of such Third Party Claim and the claim of indemnification with respect theretounder this Agreement, provided that failure of the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) days after the Indemnified Party becomes actually aware of such Third-Party Claim. The failure to give such reasonably prompt written notice shall not not, however, relieve the Indemnifying Parties Party of their obligations under this Article Xits indemnification obligations, except and only to the extent, if at all, extent that the Indemnifying Parties shall have been prejudiced therebyParty forfeits material rights or defenses by reason of such failure. (b) Upon receipt of The Indemnifying Party shall have the right to participate in, or, by giving written notice from 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 pursuant shall cooperate in good faith in such defense; provided that if the Indemnifying Party is a Seller, such Indemnifying Party shall not have the right to Section 10.5(adefend or direct the defense of any such Third-Party Claim (i) and provided that seeks an injunction or other equitable relief against the Indemnified Party or (ii) that alleges a violation of any applicable Law. In the event that the Indemnifying Party confirms in writing that assumes the subject matter set forth in the notice is subject to indemnification by the Indemnifying defense of any Third-Party under the applicable provisions of this Article X, the Indemnifying Parties willClaim, subject to the provisions of Section 10.5(c9.05(d), assume it shall have the defense 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 control on behalf of such Third Party Claim, but shall allow the Indemnified Party. The Indemnified Party a reasonable opportunity shall have the right to participate in the defense of such Third any Third-Party Claim with its own counsel and at its own expense; provided, that if an Indemnifying Party is also selected by it subject to the Third Party Claim 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; provided that, if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party reasonably determines in writing that are different from or additional to those available to the Indemnifying Party, or (B) there exists a conflict or potential conflict exists of interest between the Indemnifying Party and the Indemnified PartyParty that cannot be waived, then the Indemnifying Parties Party shall be liable under this Article X for the reasonable fees and expenses of counsel to the Indemnified Party’s counsel and any other expenses related to the defense of such Third Party Claim. The Indemnifying Parties shall select counsel, contractors and consultants of recognized standing and competence after consultation with in each jurisdiction for which the Indemnified Party; shall take all steps necessary in the defense or settlement of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties in the defense of any Third Party Claim defended by the Indemnifying Partiesdetermines counsel is required. (c) The If the Indemnifying Parties shall be authorized Party elects not to consent to a settlement of, or the entry of any judgment arising from, any Third defend such Third-Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement; (ii) not encumber any of the assets of any Indemnified Party may, subject to Section 9.05(d), pay, compromise, and defend such Third-Party Claim and seek indemnification for any and all Losses based upon, arising from or agree relating to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party potentially affected by such Third Third-Party Claim. (d) Each Notwithstanding anything to the contrary contained herein, the Indemnifying Party shall not settle any Third-Party Claim without the prior written consent of the Parties hereby consents Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), except as provided in this Section 9.05. If a firm offer is made to the nonexclusive jurisdiction of any court in which a proceeding in respect of settle a Third-Party Claim is brought against any Superior without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party or Dynamic and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party, as applicable, for purposes of any claim that a Superior . If the Indemnified Party or Dynamic Indemnified Party, as applicable, may have under this Agreement with respect fails to consent to such proceeding firm offer within ten (10) Business Days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim, at its own expense, and in such event, the matters alleged therein and agree that process may be served on a maximum liability of the Indemnifying Party with respect as to such a claim anywhere Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume the defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the worldIndemnified Party has assumed the defense pursuant to Section 9.05(c), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

Third Party Claims. (ai) In Except as otherwise provided in clause (ii) of this subsection (b), in the event case of any claim asserted by a Person that any Person desires is not a party to make this Agreement or an Affiliate Controlled by a claim under Sections 10.2 or 10.3 in connection with any action, suit, proceeding, or demand at any time instituted party to this Agreement against or made upon any Person for which such Person may seek indemnification hereunder an Indemnified Party (a “Third "Third-Party Claim”"), the Person or Persons entitled to indemnification hereunder Indemnified Party shall permit the Indemnifying Party (at the “Indemnified Party”) shall promptly notify the Party or Parties required to provide indemnification hereunder (the “expense of such Indemnifying Party”) to assume and control the defense of such Third Third-Party Claim and the claim of indemnification with respect thereto, any Proceedings resulting therefrom; provided that failure (x) counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party and (y) the Indemnified Party may participate in such defense at such Indemnified Party's sole cost and expense (including the costs and expenses of counsel). Except with the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld or delayed, no Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any Third-Party Claim or related Proceedings, unless such judgment or settlement relates solely to monetary damages and provides for a full, unconditional and irrevocable release by such third party of the Indemnified Party to give such prompt notice shall not relieve the Indemnifying Parties of their obligations under this Article Xand its Affiliates and, except to the extent, if at all, that the Indemnifying Parties shall have been prejudiced thereby. (b) Upon receipt of notice from the Indemnified Party pursuant to Section 10.5(a) and provided that the Indemnifying Party confirms in writing that the subject matter set forth in the notice is subject to indemnification by the Indemnifying Party under the applicable provisions reasonable good faith judgment of this Article X, the Indemnifying Parties will, subject to the provisions of Section 10.5(c), assume the defense and control of such Third Party Claim, but shall allow the Indemnified Party a reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel and at its own expense; provided, that if an Indemnifying Party is also subject to the Third Party Claim and counsel to the Indemnified Party reasonably determines in writing that a conflict or potential conflict exists between the Indemnifying Party and the Indemnified Party, then does not and would not reasonably be expected to adversely impact or impair the Indemnifying Parties shall be liable under this Article X for the fees business or reputation of the Indemnified Party’s counsel Party and any other expenses related to the defense of such Third Party Claim. The Indemnifying Parties shall select counsel, contractors and consultants of recognized standing and competence after consultation with the Indemnified Party; shall take all steps necessary in the defense or settlement of such Third Party Claim; and shall at all times diligently and promptly pursue the resolution of such Third Party Claim. The Indemnified Party shall, and shall cause each of its Affiliates and representatives to, cooperate fully with the Indemnifying Parties in the defense of any Third Party Claim defended by the Indemnifying PartiesAffiliates. (cii) The Indemnifying Parties shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of any Indemnified Party; but only if the Indemnifying Parties shall Notwithstanding clause (i) pay above, in the event that the Indemnified Parties shall in good faith determine that the Indemnified Parties may have available to them one or cause to be paid all amounts arising out of such settlement more defenses or judgment concurrently counterclaims that are inconsistent with the effectiveness of such settlement; (ii) not encumber any one or more of the assets of any Indemnified Party defenses or agree to any restriction or condition counterclaims that would apply to or adversely affect any Indemnified Party or may be available to the conduct of any Indemnified Party’s business; and (iii) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Indemnifying Party potentially affected by such Third Party Claim. (d) Each of the Parties hereby consents to the nonexclusive jurisdiction of any court in which a proceeding in respect of a Third-Party Claim is brought or any Proceeding relating thereto, (A) the Indemnified Parties shall have the right, at the sole cost of the Indemnifying Party (including the costs and expenses of counsel for the Indemnified Parties (provided that the Indemnifying Party will not be required to pay for more than one counsel in any jurisdiction for all Indemnified Parties in connection with any such Third-Party Claim and related Proceedings)), at all times to take over and assume control over the defense and prosecution of such portion of such Third-Party Claim and related Proceedings related to such inconsistent defenses and counterclaims and (B) the Indemnifying Party shall retain control over the defense and prosecution of the remaining aspects of such Third-Party Claim and related Proceeding; provided that, in the case where the Indemnified Parties have assumed control of the defense and prosecution of such portion of such Third-Party Claim and related Proceeding related to such inconsistent defenses and counterclaims, neither the Indemnifying Party nor the Indemnified Party may settle such claim or Proceeding without the written consent of the other party, such consent not to be unreasonably withheld or delayed. In the event that the Indemnified Party does not assume the defense of any matter as provided above in clause (A), the Indemnifying Party shall have the right to control the defense against any Superior such Third-Party Claim or related Proceeding, provided that (1) subject to the control of the prosecution and defense of such Third-Party Claim by the Indemnifying Party and its counsel, the Indemnified Parties and their counsel (which shall be reasonably satisfactory to the Indemnifying Party) shall be kept fully informed as to all material aspects of such Third-Party Claim and related Proceedings and shall have the right to participate in the prosecution and defense of such Third-Party Claim, (2) the Indemnifying Party and its counsel shall promptly provide to the Indemnified Parties and their counsel all material information related to such Third-Party Claim and related Proceedings (including copies of written information), (3) the Indemnified Parties and their counsel shall have their views regarding such Third-Party Claim considered in good faith by the Indemnifying Party and its counsel and (4) the Indemnified Parties and their counsel shall have the right to consent, such consent not be unreasonably withheld, to the settlement or compromise of such Third-Party Claim and related Proceedings. (iii) Subject to clause (ii) of this Section 7.10(b), in the event that an Indemnified Party determines in good faith that any Third-Party Claim or any Proceeding related thereto has had or could reasonably be expected to materially adversely impact or impair the commercial interests or business reputation of the Indemnified Party or Dynamic its Affiliates, (1) counsel to be utilized by the Indemnifying Party in respect of such Third-Party Claim and related Proceeding shall be reasonably acceptable to the Indemnified Parties, (2) subject to the control of the prosecution and defense of such Third-Party Claim by the Indemnifying Party and its counsel, the Indemnified Parties and their counsel (which shall be reasonably satisfactory to the Indemnifying Party) shall be kept fully informed as to all material aspects of such Third-Party Claim and related Proceedings and shall have the right to participate fully in the prosecution and defense of such Third-Party Claim, as applicable(3) the Indemnifying Party and its counsel shall promptly provide to the Indemnified Parties and their counsel all material information related to such Third-Party Claim and related Proceedings (including copies of written information), for purposes (4) the Indemnified Parties and their counsel shall have their views regarding such Third-Party Claim considered in good faith by the Indemnifying Party and its counsel, and (5) the Indemnified Parties and their counsel shall have the right to consent, such consent not be unreasonably withheld, to the settlement or compromise of such Third-Party Claim and related Proceedings. (iv) In any event, MLIM Parent and BlackRock shall reasonably cooperate in the investigation, pre-trial activities, trial, compromise, settlement, discharge and defense of any claim that a Superior Indemnified Third-Party or Dynamic Indemnified Party, as applicable, may have under Claim subject to this Agreement Article VII and the records and employees of each shall be made reasonably available to the other with respect to such proceeding or the matters alleged therein and agree that process may be served on a Party with respect to such a claim anywhere in the worlddefense.