Common use of Third Party Claims Clause in Contracts

Third Party Claims. (i) With respect to any Third Party Claims, the Indemnifying Party shall have the right, at its expense and at its election, to assume control of the negotiation, settlement and defense of the Claim through counsel of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary payments. (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect thereto.

Third Party Claims. (i) With respect to any Third Party Claims, the The Indemnifying Party shall have the rightright to conduct, at its expense sole cost and at its electionexpense, the defense of a Third Party Claim, upon delivery of written notice to assume control of the negotiation, settlement and defense Indemnified Party (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the Claim through counsel of its choice reasonably acceptable to Notice (or sooner if the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice nature of the Third Party Claim or thirty days after so requires); provided that the indemnification obligation arises, failing Defense Notice shall specify the counsel the Indemnifying Party will appoint to defend such Third Party Claim (such counsel to be reasonably satisfactory to the Indemnified Party). The Indemnified Party shall be entitled to be indemnified in accordance with the terms of this Agreement for the reasonable fees and expenses of counsel for any period during which the Indemnifying Party shall be deemed to have elected has not to assume assumed the defense of any such controlThird Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to assume conduct the defense of the Third Party Claim, (A) the Indemnifying Party shall keep the Indemnified Party apprised of all material developments with respect to such controlThird Party Claim and (B) the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (ii) The Indemnifying Party shall not be informed and consulted entitled to control the defense of any Third Party Claim if (A) such Third Party Claim is with respect to the negotiationa criminal proceeding, settlement action, indictment, allegation or defenses investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim and to retain counsel to act on its behalfClaim, but the fees and disbursements of such counsel shall be paid by (C) the Indemnified Party unless the Indemnifying Party consents to the retention has been advised by counsel that a reasonable likelihood exists of such counsel or unless the named parties to any action or proceeding include both a material conflict of interest between the Indemnifying Party and the Indemnified Party and a representation with respect to such Third Party Claim or (D) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of both any of the Indemnifying Party foregoing circumstances and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If has nonetheless permitted the Indemnifying Party, having elected Party to assume control the defense of such control, thereafter fails to defend the Third Party Claim within a reasonable period of timeClaim, and the Indemnifying Party desires to so control such defense, the Indemnified Party shall be entitled to assume such controlretain its own counsel, and the Indemnifying Party shall be bound by pay the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is reasonable and documented fees and expenses of a nature such that the Indemnified Party is required by applicable Law to make a payment one counsel (in addition to any Person (a "Third Party"required local counsel) with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (iiiii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the The Indemnifying Party shall be responsible for paying any such Claim ornot, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the prior written consent of the Indemnified Party, (A) settle or compromise a Third Party Claim or consent to the entry of any order which consent shall does not be unreasonably withheldinclude an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim, conditioned (B) settle or delayed, unless such compromise any Third Party Claim if the settlement provides solely for monetary damages imposes equitable or other non-monetary payments. (iii) The remedies or other obligations on the Indemnified Party and or (C) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall cooperate fully with each other with respect be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party (such consent not to Third Party Claims andbe unreasonably conditioned, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect theretowithheld or delayed).

Third Party Claims. (i) With Any Purchaser Indemnitee or Seller Indemnitee seeking indemnification under this Agreement (an “Indemnified Party”) with respect to any claim asserted or threatened against the Indemnified Party by a Third Party Claims(a “Third Party Claim”) in respect of any matter that is subject to indemnification under Section 10.02 or Section 10.03, as applicable, shall promptly deliver to the other Party (the “Indemnifying Party”) a written notice (a “Third Party Claim Notice”) setting forth a description in reasonable detail of the nature of the Third Party Claim or, in the alternative, include a copy of all papers served with respect to such Third Party Claim (if any); provided, however, that the failure to so transmit a Third Party Claim Notice shall not affect the Indemnifying Party’s obligations under this Article X, except to the extent that the Indemnifying Party is materially prejudiced as a result of such failure. (ii) If a Third Party Claim is asserted against an Indemnified Party, the Indemnifying Party shall have be entitled to participate in the rightdefense thereof and, at its expense and at its electionif the Indemnifying Party delivers a written notice to the Indemnified Party within thirty (30) days after receipt of a Third Party Claim Notice (or sooner, to assume control if the nature of the negotiation, settlement and defense of the Third Party Claim through counsel of its choice reasonably acceptable to the other party; provided, so requires) stating that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse assume and control the defense of such Third Party Claim and specifying any reservations to its defense (except that the failure to so specify any reservation to its defense in a timely delivered written notice shall not affect the validity of such written notice unless the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses is materially prejudiced as a result of such assumption. The election failure), the Indemnifying Party may assume and control the defense thereof with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party and settle such Third Party Claim at the discretion of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arisesParty; provided, failing which that the Indemnifying Party shall be deemed to have elected not, except with the written consent of the Indemnified Party (such consent not to assume be unreasonably withheld, conditioned or delayed), enter into any settlement or consent to entry of any Judgment that (A) does not include the provision by the Person(s) asserting such controlclaim to all Indemnified Parties of a full, unconditional and irrevocable release from all Liability with respect to such Third Party Claim, (B) includes an admission of fault, culpability or failure to act by or on behalf of any Indemnified Party, (C) includes injunctive or other nonmonetary relief affecting any Indemnified Party other than nonmonetary relief incidental to the monetary damages that does not restrict the operation of the business of the Indemnified Party, or (D) if the Indemnifying Party is Seller, includes monetary amounts in respect of, or that would be, Assumed Liabilities. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is defense of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not settle be liable to the Indemnified Party for legal fees or expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; provided, that the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party (it being understood that the Indemnifying Party shall control such defense); provided further, that if, based on the reasonable opinion of legal counsel to the Indemnified Party reasonably acceptable to the Indemnifying Party, a conflict or potential conflict of interest exists between the Indemnifying Party and the Indemnified Party which makes representation of both parties inappropriate under applicable standards of professional conduct, the reasonable fees and expenses of such separate counsel shall constitute indemnifiable Losses pursuant to this Article X; provided further that the Indemnifying Party shall not be required to pay for more than one such counsel (plus any appropriate local counsel) for all Indemnified Parties in connection with any Third Party Claim. The Indemnified Party may retain or take over the control of the defense or settlement of any Third Party Claim without the written consent defense of which the Indemnifying Party has elected to control if the Indemnified PartyParty irrevocably waives its right to indemnity under this Article X and fully releases the Indemnifying Party with respect to such Third Party Claim. If an Indemnifying Party elects not to assume and control the defense of any Third Party Claim or fails to notify the Indemnified Party of its election within thirty (30) days after receipt of a Third Party Claim Notice, which consent then such Indemnified Party shall not be unreasonably withheld, conditioned or delayed, unless entitled to continue to conduct and control the defense of such settlement provides solely Third Party Claim and the reasonable fees and expenses of counsel for monetary damages or other monetary payments.the Indemnified Party in connection with the defense of such Third Party Claim shall constitute indemnifiable Losses pursuant to this Article X. (iii) The Indemnified Party and the Indemnifying Party Parties shall reasonably cooperate fully with each other with respect to in the investigation, prosecution or defense of any Third Party Claims andClaim. Such cooperation shall, regardless of which party has upon reasonable notice to the Party providing such cooperation, include (A) providing, and causing their respective Affiliates to provide, documentary or other evidence in its possession or control thereof that is reasonably related to the Third Party Claim, (B) implementing, and causing their respective Affiliates to implement, reasonable record retention or litigation hold policies and (C) making available, and causing their respective Affiliates to make available, directors, officers and employees to give depositions or testimony. Except as otherwise provided in Section 10.05(a)(ii), the Party requesting such cooperation shall pay the reasonable out-of-pocket expenses incurred in providing such cooperation (including reasonable legal fees and disbursements) by the Party (or Affiliate thereof, as the case may be) providing such cooperation and by its officers, directors, employees and agents, but not including reimbursing such Party (or Affiliate thereof, as the case may be) or its officers, directors, employees and agents for herein, shall keep each other reasonably advised with respect theretotheir time spent in such cooperation.

Third Party Claims. (i) With Promptly after receipt by the Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, any third party claim in respect of which the Indemnified Party reasonably believes it is reasonably likely to any Third Party Claims, be entitled to indemnification from the Indemnifying Party shall have the right, at its expense and at its election, to assume control of the negotiation, settlement and defense of the Claim through counsel of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or under this Article 12 (c“Third-Party Claims”), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right promptly give notice thereof in writing to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and so notify the Indemnifying Party shall be bound by will not relieve the results obtained by the Indemnified Indemnifying Party from any liability hereunder with respect to the Third such Third-Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect , except to the Third Party Claim before the completion of settlement negotiations or related legal proceedingsextent, the Indemnified Party may make such payment and the Indemnifying Party shall, subject only to the provisions of Section 8.1extent, Section 8.2 that such failure has actually and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to materially prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall have the right to assume the defense of any such Third-Party Claim (with counsel of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheld) and the Indemnified Party may, at its election and expense, participate in (but not control) the defense of such Third-Party Claim. If the Indemnifying Party fails to does not so assume control of the defense ofin a timely manner, or having assumed (A) the Indemnified Party may assume and control the defense of such control fails to defend, any Third Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case reimburse the Indemnifying Party shall be responsible for paying any all costs incident to the defense of such Claim orThird-Party Claim, if including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, reimbursing accompanied by documentation reasonably substantiating the Indemnified Party. Whether or not costs and amounts therein claimed. (iii) If the Indemnifying Party assumes control of undertakes the negotiation, settlement or defense of any Third such Third-Party ClaimClaim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnifying Indemnified Party and its Affiliates are not entitled to (and shall not not) settle or release any Third such Third-Party Claim Claims without the written consent of the Indemnified Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary payments. (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect thereto.

Third Party Claims. (ia) With In order for a Claiming Party to seek any indemnification provided for under this Agreement in respect of a claim or demand made by any third party Person against the Claiming Party (a “Third Party Claim”), such Claiming Party must notify the Defending Party in writing, specifying in reasonable detail the basis and, if available, the amount of Losses with respect to any the Third Party Claims, the Indemnifying Claim promptly after receipt by such Claiming Party shall have the right, at its expense and at its election, to assume control of the negotiation, settlement and defense of the Claim through counsel of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after (a “Notice of Third Party Claim”); provided that failure to give such notification on a timely basis shall not affect the indemnification obligation arisesprovided hereunder except to the extent the Defending Party is materially prejudiced as a result of such failure or the indemnification obligations are materially increased as a result of such failure. Such Notice of Third Party Claim shall be accompanied by copies of all relevant documentation with respect to such Third Party Claim, failing which including any summons, complaint or other pleading that may have been served, any written demand or any other document or instrument. (b) If a Third Party Claim is made against a Claiming Party, the Indemnifying Defending Party shall, at its expense, be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Defending Party and reasonably satisfactory to the Claiming Party (i) if within thirty (30) days of the receipt of the Notice of Third Party Claim, the Defending Party gives notice to the Claiming Party stating the Defending Party’s intention to do so and acknowledging that the Defending Party shall indemnify the Claiming Party from and against all Losses (to the extent finally determined to be required by, and subject to any applicable limits provided in, this Article 7), that the Claiming Party suffers from the Third Party Claim, or (ii) if the Defending Party does not assume the defense of a Third Party Claim pursuant to clause (i) of this sentence, at any time that the Defending Party reasonably believes that the Claiming Party has ceased to actively and diligently prosecute the defense of such Third Party Claim. Should a Defending Party so elect to assume the defense of a Third Party Claim, the Defending Party shall under no circumstances be liable to the Claiming Party for legal expenses subsequently incurred by the Claiming Party in connection with the defense thereof; provided, that in the case that (A) there exists or is reasonably likely to exist a conflict of interest that would make it unethical under applicable rules of professional responsibility for the same counsel to represent both the Claiming Party and the Defending Party, (B) the Defending Party fails to actively and diligently prosecute the defense of such Third Party Claim, (C) such Third Party Claim relates to or otherwise arises in connection with any criminal or material regulatory enforcement action, or (D) such Third Party Claim is reasonably likely to result in an injunction or other equitable relief against the Claiming Party or, in the reasonable discretion of the Claiming Party, result in a Loss in excess of the dollar amount available for indemnification pursuant to this Article 7 (the scenarios described in clauses (A) – (D) are collectively referred to as “Conflicts”), then the Defending Party shall be deemed liable to have elected not the Claiming Party for reasonable legal expenses of one legal counsel selected by the Claiming Party and reasonably satisfactory to assume such controlthe Defending Party subsequently incurred by the Claiming Party in connection with the defense thereof (to the extent finally determined to be required by, and subject to any applicable limits provided in this Article 7). If the Indemnifying Defending Party elects to assume assumes such controldefense, the Indemnified Claiming Party shall have the right to be informed and consulted with respect to participate in the negotiation, settlement or defenses of such Third Party Claim defense thereof and to retain employ counsel, at its own expense, separate from the counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid employed by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Defending Party, having elected to assume it being understood, however, that the Defending Party shall control such control, thereafter fails to defend defense so long as the Third Party Claim within does not involve a reasonable period of timeConflict, in which case the Indemnified Claiming Party shall be entitled to assume control such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such paymentdefense. If the amount of any liability of the Indemnified Defending Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party chooses to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, defend any Third Party Claim, then all the Indemnified parties shall cooperate in the defense or prosecution of such Third Party shall have Claim, including by retaining and, upon the exclusive right Defending Party’s request, providing to consentthe Defending Party all records and information which are reasonably relevant to such Third Party Claim, settle or pay and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Defending Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Defending Party shall not settle any Third Party Claim without obtain the prior written consent of the Indemnified Party, Claiming Party (which consent shall not be unreasonably withheldconditioned, conditioned withheld or delayed, ) before entering into any settlement or consenting to the entry of a judgment with respect to such claim unless such settlement or judgment (1) involves no finding or admission of any violation of Law or the rights of any Person and has no effect on any other claims that may be made against the Claiming Party, and (2) expressly and unconditionally provides solely for monetary damages or other monetary payments. (iii) The Indemnified a full and general release of the Claiming Party from all liabilities and the Indemnifying Party shall cooperate fully with each other obligations with respect to such claim. If the Claiming Party assumes the defense of any Third Party Claims andClaim, regardless then the Claiming Party shall obtain the prior written consent of the Defending Party (which party has control thereof as provided for hereinshall not be unreasonably conditioned, shall keep each other reasonably advised withheld or delayed) before entering into any settlement or consenting to the entry of a judgment with respect theretoto such claim. Solely for purposes of calculating indemnifiable Losses hereunder (but not for purposes of determining whether a breach of any representation, warranty, covenant or agreement has occurred), any materiality or Material Adverse Effect qualifications in the representations, warranties, covenants and agreements shall be disregarded.

Third Party Claims. (i) With respect to any If the indemnification sought pursuant hereto involves a claim made by a Third Party Claimsagainst the Indemnified Party (a “Third Party Claim”), the Indemnifying Party shall have be entitled to participate in the rightdefense of such Third Party Claim and, at its expense and at its electionif it so chooses, to assume control of the negotiation, settlement and defense of such Third Party Claim with counsel selected by the Claim through counsel Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such eventa Third Party Claim, the Indemnifying Party shall reimburse not be liable to the Indemnified Party for all any legal expenses subsequently incurred by the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of Party in connection with the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such controldefense thereof. If the Indemnifying Party elects to assume assumes such controldefense, the Indemnified Party shall have the right to be informed represented in the defense thereof and consulted with respect to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, the other party hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the negotiationIndemnifying Party of records and information which are reasonably relevant to such Third Party Claim, settlement and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnifying Party chooses to defend or defenses prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless which the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both may recommend and which by its terms (i) obligates the Indemnifying Party and to pay the Indemnified Party and a representation full amount of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (liability in connection with such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within Claim, (ii) includes a reasonable period full release in favor of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If , does not include any Third Party Claim is admission of a nature such that liability and contains reasonable provisions maintaining the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability confidentiality of the Indemnified Party under settlement, compromise or discharge, and (iii) does not impair the Third Party Claim in respect rights of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of shall have assumed the negotiation, settlement or defense of any a Third Party Claim, the Indemnifying Indemnified Party shall not settle admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent of the Indemnified Partyconsent, which consent shall will not be unreasonably withheld, conditioned withheld or delayed, unless such settlement provides solely for monetary damages or other monetary payments. (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect thereto.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (ia “Third Party Claim”) With against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 calendar days after receipt of such notice of such Third Party ClaimsClaim. 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 forfeits rights or defenses by reason of such failure, or Indemnifying Party’s ability to defend and/or provide indemnification with respect to such Third Party Claim is otherwise adversely affected. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the rightright to participate in, at its expense and at its electionor by giving written notice to the Indemnified Party, to assume control of the negotiation, settlement and defense of any Third Party Claim at the Claim through counsel of its choice reasonably acceptable to Indemnifying Party’s expense and by the other party; providedIndemnifying Party’s own counsel, that it irrevocably agrees that and the Claim is covered by Section 8.1(b) or (c), as the case may beIndemnified Party shall cooperate in good faith in such defense. In such event, the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall reimburse have the Indemnified right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party for all Claim in the name and on behalf of the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted with respect to participate in the negotiation, settlement or defenses defense of such any Third Party Claim and with counsel selected by it subject to retain counsel the Indemnifying Party’s right to act on its behalf, but control the defense thereof. The fees and disbursements of such counsel shall be paid by 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 unless that are different from or additional to those available to the Indemnifying Party consents to the retention Party; or (B) there exists a conflict of such counsel or unless the named parties to any action or proceeding include both interest between the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would that cannot be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Partywaived, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by liable for the results obtained by reasonable fees and expenses of counsel to the Indemnified Party with respect 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, or fails to notify the Indemnified Party in writing of its election to defend as provided in this Agreement, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. If any Third Party Claim is of a nature such that Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, including making available (subject to the Indemnifying Party shall not settle any provisions of Section 6.06) records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the written consent defending party, management employees of the Indemnified Party, which consent shall not non-defending party as may be unreasonably withheld, conditioned or delayed, unless reasonably necessary for the preparation of the defense of such settlement provides solely for monetary damages or other monetary payments. (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect theretoClaim.

Third Party Claims. (i) With The obligations and Liabilities of any of ------------------ the Parties to this Agreement under Section 10.1 hereof with respect to all items indemnified against in Section 10.1 and which are initiated by third parties (the "Third Party Claims") will be subject to the following terms and conditions: (A) Upon receipt of written notice of any Third Party ClaimsClaim asserted against, resulting from, imposed upon or incurred by the Indemnified Party, the Indemnifying Party will undertake the defense thereof by counsel of its own choosing, which counsel shall be reasonably satisfactory to the Indemnified Party; provided, however, -------- ------- that the Indemnified Party shall have the right, right at its own expense to participate in the defense thereof and to employ counsel at its electionown expense to assist in such defense; and provided, further, that if the -------- ------- Indemnified Party has been advised in writing by such counsel that a conflict of interest exists between such Indemnified Party and the Indemnifying Party with respect to assume control of the negotiationsuch Third Party Claim, settlement and defense of the Claim through such Indemnified Party shall be entitled to select counsel of its choice reasonably acceptable to the other party; providedown choosing, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse in which event the Indemnified Party for all shall be obligated to pay the Indemnified Party's reasonable out-of-pocket fees and expenses as a result of such assumptioncounsel. The election of the Indemnifying Party to assume In any such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such controldefense, the Indemnified Party shall have the right right, but not the obligation, to be informed assert any and consulted with respect to the negotiation, settlement all cross claims or defenses of such counterclaims it may have. In case any Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the instituted involving any Person in respect of which indemnity may sought pursuant to this Article 10, such Indemnified Party unless shall promptly notify the Indemnifying Party consents to the retention in writing of such counsel or unless the named parties proceeding. No indemnification provided for in Section 10.1 above shall be available to any action or proceeding include both Person who shall fail to promptly give notice of a Third Party Claim as provided in the Indemnifying Party and immediately preceding sentence if the Indemnified Party and a representation Person to whom such notice was not given was unaware of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim to which such notice would have related and was materially prejudiced by the failure to receive such notice. (B) If within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, time after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense written notice of any Third Party Claim, the Indemnifying Party shall not settle any fails to defend the Indemnified Party against whom such Third Party Claim has been asserted or shall fail to diligently prosecute such defense or compromise such claim, the Indemnified Party will have the right, with counsel of its own choice, at the Indemnifying Party's expense, to undertake the defense, compromise or settlement of such Third Party Claim on behalf of and for the account and at the risk of the Indemnifying Party. (C) Nothing in this Section 10.3 to the contrary, the Indemnifying Party will not, without the prior written consent of each Indemnified Party against whom a Third Party Claim is asserted, settle or compromise, any claim or consent to the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayedentry of any judgment relating to any such Third Party Claim, unless such settlement provides solely for settlement, compromise or judgment includes as an unconditional term thereof the giving by the claimant or the plaintiff to each Indemnified Party against whom a Third Party Claim is asserted, a release from all Liabilities in respect of such Third Party Claim and does not result in the imposition on the Indemnified Party of any remedy other than monetary damages or other monetary payments. (iii) The Indemnified Party and up to the amount to be paid with respect to such claim by the Indemnifying Party shall cooperate fully with each other with respect pursuant to Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect theretoSection 10.1.

Third Party Claims. (ia) With In the case of Claims made by a 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 ClaimsClaim 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 Indemnifying 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, at its expense and at its electionby 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 negotiationdefence, compromise or settlement and defense of the Claim through counsel of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or Third Party Claim. (c), as ) Upon the case may be. In such event, assumption of control of any Third Party Claim by the Indemnifying Party as contemplated by Subsection 6.6(b), the Responding Party shall reimburse diligently proceed with the Indemnified defence, compromise or settlement of the Third Party for all Claim at its sole expense, including, if necessary, employment of counsel reasonably satisfactory to the Indemnified Party's Claiming Party and, in connection therewith, the Claiming Party shall co-operate fully (but at the 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 a result in the opinion of counsel for the Responding Party, acting reasonably, are reasonably necessary to enable the Claiming Party to conduct such assumptiondefence. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Claiming Party shall have the right to be informed and consulted with respect to participate in the negotiation, settlement or defenses defence of any Third Party Claim at its own expense and no Third Party Claim shall be settled, compromised or otherwise disposed of without the prior written consent of the Claiming Party, such consent not to be unreasonably withheld or delayed. If the 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 to retain counsel to act or unless a final judgment from which no appeal may be taken by or on its behalf, but behalf of the fees and disbursements Responding Party is entered against the Claiming Party in respect of such counsel shall be paid by Third Party Claim. (d) If the Indemnified Responding Party unless the Indemnifying Party consents fails to give written notice to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Claiming Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party as contemplated by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defensesSubsection 6.6(b). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Claiming Party shall be entitled to assume make such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to settlement of the 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 Claiming Party shall have the right to undertake the defence or settlement thereof. If the Claiming Party assumes the defence of any Third Party Claim is of and proposes to settle it prior to a nature such that the Indemnified Party is required by applicable Law final judgment thereon or to make a payment to forego any Person (a "Third Party") appeal with respect to thereto, then the Third Claiming Party Claim before shall give the completion of settlement negotiations or related legal proceedingsResponding Party prompt written notice thereof, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Responding Party shall have the exclusive right to consent, settle or pay participate in the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense assume or reassume the defence of any such Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary payments. (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect thereto.

Third Party Claims. If any Person entitled to receive indemnification under this Agreement (an “Indemnitee”) receives notice of any demand or claim by any Person who is neither a Party nor an Affiliate of a Party (a “Third Party Claim”) which has or could reasonably give rise to a right of indemnification hereunder, or for which the Indemnitee may claim a right to indemnification hereunder from the other Party (the “Indemnifying Party”), the Indemnitee will promptly give written notice (a “Third Party Claim Notice”) of such Third Party Claim to the Indemnifying Party. Any such Third Party Claim Notice shall (i) With respect to any Third Party Claimsdescribe the nature, the Indemnifying Party shall have the right, at its expense facts and at its election, to assume control of the negotiation, settlement and defense of the Claim through counsel of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice circumstances of the Third Party Claim in reasonable detail, (ii) state the estimated amount of the indemnifiable Loss that has been or thirty days after may be sustained by the Indemnitee, if practicable, (iii) state the method and computation thereof and (iv) contain specific reference to the provision or provisions of this Agreement in respect of which such right of indemnification obligation is claimed or arises, failing which . The Indemnitee shall provide the Indemnifying Party shall be deemed with such other information known to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement it or defenses of such Third Party Claim and to retain counsel to act on in its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") possession with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and as the Indemnifying Party shallmay reasonably request. The Indemnifying Party, subject at its sole cost and expense, will have the right, upon written notice to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand Indemnitee within 30 days (or such earlier time as may be required by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability nature of the Indemnified Third Party under Claim) of receiving a Third Party Claim Notice, to assume the defense of the Third Party Claim in respect through counsel reasonably satisfactory to the Indemnitee; provided, that the Indemnitee shall be entitled to retain its own counsel, at its expense, and the Indemnitee may assume control of which such payment was madethe defense of the Third Party Claim, as finally determinedif at the Indemnifying Party’s expense (i) upon the advice of Indemnitee’s counsel, is less than a conflict of interest exists (or would reasonably be expected to arise) that would make it inappropriate for the amount which was paid by same counsel to represent both the Indemnifying Party to the Indemnified Partyand Indemnitee in connection with a Third Party Claim, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control diligently prosecute the defense of the defense ofThird Party Claim or (iii) such Third Party Claim (A) seeks non-monetary relief or (B) involves criminal or quasi criminal allegations, or having assumed such control fails to defendand, any provided further, that if the aggregate dollar amount of the Third Party Claim, the Indemnified together with all other Third Party shall have the exclusive right to consent, settle or pay the amount claimed, in Claims of which case the Indemnifying Party shall is aware or has received Third Party Claim Notices, and all costs and expenses reasonably estimated to be responsible for paying any such incurred in connection with the defense thereof, would exceed the Cap, the Indemnitee may, at its option, and to the extent in excess of the Cap at its sole cost and expense, assume the defense of the Third Party Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not with counsel of its choice upon written notice to the Indemnifying Party assumes control within 15 days of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not settle any receiving a Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary paymentsNotice. (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect thereto.

Third Party Claims. If any demand, claim, action or cause of action, suit, proceeding or investigation (i) With respect to any Third Party Claimscollectively, the “Claim”) is brought against an Indemnified Party for which the Indemnified Party intends to seek indemnity from the other party hereto (the "Indemnifying Party"), then the Indemnified Party within twenty-one (21) days after such Indemnified Party's receipt of the Claim, shall notify the Indemnifying Party pursuant to Paragraph “C” of Article “12” of this Subdistribution Agreement which notice shall contain a reasonably thorough description of the nature and amount of the Claim (the "Claim Notice"). The Indemnifying Party shall have the rightoption to undertake, at its expense conduct and at its electioncontrol the defense of such claim or demand. Such option to undertake, to assume conduct and control the defense of such claim or demand shall be exercised by notifying the Indemnified Party within ten (10) days after receipt of the negotiation, settlement and Claim Notice pursuant to Paragraph “C” of Article “12” of this Subdistribution Agreement (such notice to control the defense is hereinafter referred to as the “Defense Notice”). The failure of the Indemnified Party to notify the Indemnifying Party of the Claim shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have pursuant to this Article “10” of this Subdistribution Agreement except to the extent that such failure to notify the Indemnifying Party prejudices the Indemnifying Party. The Indemnified Party shall use all reasonable efforts to assist the Indemnifying Party in the vigorous defense of the Claim through counsel of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered Claim. All costs and expenses incurred by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all in defending the Claim shall be paid by the Indemnifying Party. If, however, the Indemnified Party's reasonable out-of-pocket expenses as a result of Party desires to participate in any such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim defense or thirty days after the indemnification obligation arisessettlement, failing which it may do so at its sole cost and expense (it being understood that the Indemnifying Party shall be deemed entitled to have elected control the defense). The Indemnified Party shall not to assume such controlsettle the Claim. If the Indemnifying Party elects does not elect to assume such controlcontrol the defense of the Claim, within the aforesaid ten (10) day period by proper notice pursuant to Paragraph “C” of Article “12” of this Subdistribution Agreement, then the Indemnified Party shall have be entitled to undertake, conduct and control the right defense of the Claim (a failure by the Indemnifying Party to be informed and consulted with respect send the Defense Notice to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless within the aforesaid ten (10) day period by proper notice pursuant to Paragraph “C” of Article “12” of this Subdistribution Agreement shall be deemed to be an election by the Indemnifying Party consents not to control the retention defense of such counsel or unless the named parties to any action or proceeding include both Claim); provided, however, that the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would shall be inappropriate due entitled, if it so desires, to the actual or potential differing interests between them participate therein (it being understood that in such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of timecircumstances, the Indemnified Party shall be entitled to assume such control, and control the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claimdefense). If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect Regardless of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party party has undertaken to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, defend any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claimclaim, the Indemnifying Party shall not settle any Third Party Claim may, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any such claim or demand; provided however, that if any settlement would result in the imposition of a consent order, injunction or decree which would restrict the future activity or conduct of the Indemnified Party, the consent shall not be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary payments. (iii) The of the Indemnified Party and shall be a condition to any such settlement. Notwithstanding the foregoing provisions of this Article “10” of this Subdistribution Agreement, as a condition to the Indemnifying Party either having the right to defend the Claim, or having control over settlement as indicated in this Article “10” of this Subdistribution Agreement, the Indemnifying Party shall cooperate fully execute an agreement, in the form annexed hereto and made a part hereof as Exhibit “C”, acknowledging its liability for indemnification pursuant to this Article “10” of this Subdistribution Agreement. Whether the Indemnifying Party shall control and assume the defense of the Claim or only participate in the defense or settlement of the Claim, the Indemnified Party shall give the Indemnifying Party and its counsel access, during normal business hours, to all relevant business records and other documents, and shall permit them to consult with each other with respect to Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect theretoits employees and counsel.

Third Party Claims. Promptly after receipt by any Purchaser Party or Company Party (iin either case, an “Indemnified Party”) With of notice of any demand, claim, or circumstances from a third party which would or might give rise to a claim or the commencement of any Action in respect of which indemnity may be sought pursuant to Section 4.7(a), such Indemnified Party shall promptly notify the applicable Purchaser or the Company (as applicable, the “Indemnifying Party”) in writing describing such Loss, including the amount thereof, if known, in such detail as is reasonably practicable and the Indemnifying Party shall have ten (10) calendar days after receipt of such notice to notify the Indemnified Party that it elects to assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, that the failure of any Third Indemnified Party Claimsso to notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is actually and materially and adversely prejudiced by such failure to notify. If the Indemnifying Party timely notifies the Indemnified Party of its election to assume the defense of such third party claim, the Indemnifying Party shall have the rightright to undertake, at conduct and control, the defense, conduct and settlement of such third party claim and the Indemnified Party shall provide its expense reasonable cooperation, including providing reasonable access to records and at its electionpersonnel, to assume control of the negotiation, settlement and defense of the Claim through counsel of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of in connection therewith. In any such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arisesAction, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the any Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalfown counsel, but the fees and disbursements expenses of such counsel shall be paid by at the expense of such Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both (i) the Indemnifying Party and the Indemnified Party and a shall have mutually agreed to the retention of such counsel, (ii) the Indemnifying Party shall have failed to assume the defense of such Action within such ten (10) calendar day period, or (iii) in the reasonable judgment of counsel to such Indemnified Party, representation of both the Indemnifying Party and the Indemnified Party parties by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses)them. If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the The Indemnifying Party shall not settle be liable for any Third Party Claim settlement of any Action effected without the its written consent of the Indemnified Partyconsent, which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned. Without the prior written consent of the Indemnified Party, the Indemnifying Party shall not effect any settlement of any pending or threatened Action in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement provides solely for monetary damages or other monetary payments. (iii) The includes an unconditional release of such Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and, regardless from all liability arising out of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect theretosuch Action.

Third Party Claims. (i) With respect to any Third Party Claims, the Indemnifying Party shall have the right, at its expense and at its election, to assume control of the negotiation, settlement and defense of the Claim through counsel of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may bechoice. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 60 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arisesClaim, failing which the Indemnifying Party shall be deemed to have elected not to assume such controldo so. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 8.1(b) and Section 8.38.1(c) above, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, of any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense defenses of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned withheld or delayed, unless ; but then the liability of the Indemnifying Party shall be limited to the proposed settlement amount if any such settlement provides solely consent is not obtained for monetary damages or other monetary paymentsany reason. (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims Claims, and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably fully advised with respect theretothereto (including supplying copies of all relevant documentation promptly as it becomes avail able).

Third Party Claims. Promptly after receipt by a SELLER Indemnified Party or a PURCHASER Indemnified Party (ian “Indemnified Party”) With of notice of any matter or the commencement of any action or claim by a third party in respect to any Third Party Claims, the Indemnifying Party shall have the right, at its expense and at its election, to assume control of the negotiation, settlement and defense of the Claim through counsel of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse which the Indemnified Party for all the Indemnified Party's reasonable outintends to seek indemnification hereunder (a “Third-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such controlClaim”), the Indemnified Party shall have notify the right Party that may be obligated to be informed provide such indemnification under this Section 14 (an “Indemnifying Party”) of such 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 consulted expenses, liabilities and obligations arising from such Third-Party Claim and (iii) demonstrate to the reasonable satisfaction of the Indemnified Party its financial capability to undertake the defense and provide indemnification with respect to the negotiation, settlement or defenses of such Third Third-Party Claim and its selection of counsel reasonably satisfactory to retain counsel to act on its behalfsuch Indemnified Party; provided, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them however, that: (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, i) the Indemnified Party shall be entitled to assume participate in the defense of such control, Third-Party Claim and to employ counsel of its own selection and at its own expense to assist in the handling of such matter or claim; (ii) the Indemnifying Party shall be bound by the results obtained by consult with the Indemnified Party prior to acting on major matters, and each Party shall provide the other Party with respect to all cooperation, documents and information reasonably requested by the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person other Party; and (a "Third Party"iii) with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying no Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the prior written consent of the Indemnified Partyother Party in its sole discretion, which consent shall to the entry of any judgment or enter into any settlement that does not be unreasonably withheld, conditioned include as an unconditional term thereof the giving by each claimant or delayed, unless plaintiff to each Party of a full and complete release from all liability in respect of such settlement provides solely for monetary damages or other monetary paymentsThird-Party Claim. (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect thereto.

Third Party Claims. (i1) With respect to any Third Party Claims, the The Indemnifying Party shall have the right, right to conduct at its expense and at its electionthe defense of a Third Party Claim, upon delivery of notice to assume control of the negotiation, settlement and defense Indemnified Party (the “Defense Notice”) within 20 days after the Indemnifying Party’s receipt of the Claim through counsel of its choice reasonably acceptable to the other partyNotice; provided, that it irrevocably agrees provided that the Claim is covered by Section 8.1(b) or (c), as Defense Notice shall specify the case may be. In such event, counsel the Indemnifying Party shall reimburse will appoint to defend such Third Party Claim and acknowledge, without qualification, the right of the Indemnified Party to be indemnified for all the Indemnified Party's reasonable out-of-pocket expenses as a result of Losses incurred in connection with such assumptionThird Party Claim. The election of the Indemnifying Indemnified Party to assume such control shall be made within entitled to be indemnified for the latter reasonable fees and expenses of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing counsel for any period during which the Indemnifying Party shall be deemed to have elected has not to assume assumed the defense of any such controlThird Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to assume conduct the defense of the Third Party Claim, the Indemnified Party will cooperate with and make available to the Indemnifying Party such controlassistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (2) The Indemnifying Party shall not be informed and consulted entitled to control the defense of any Third Party Claim if (i) such Indemnity Claim is with respect to the negotiationa criminal proceeding, settlement action, indictment, allegation or defenses of such Third Party Claim and to retain counsel to act on its behalfinvestigation, but the fees and disbursements of such counsel shall be paid by (ii) the Indemnified Party unless the Indemnifying Party consents to the retention has been advised by counsel that a reasonable likelihood exists of such counsel or unless the named parties to any action or proceeding include both a material conflict of interest between the Indemnifying Party and the Indemnified Party and a representation with respect to such Third Party Claim, or (iii) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of both any of the Indemnifying Party foregoing circumstances and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If has nonetheless permitted the Indemnifying Party, having elected Party to assume control the defense of such control, thereafter fails to defend the Third Party Claim within a reasonable period of timeClaim, the Indemnified Party shall be entitled to assume such controlretain its own counsel, and the Indemnifying Party shall be bound by pay the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is reasonable fees and expenses of a nature such that the Indemnified Party is required by applicable Law to make a payment one counsel (in addition to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Partyrequired local counsel). (ii3) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the The Indemnifying Party shall be responsible for paying any such Claim ornot, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the prior written consent of the Indemnified Party (i) settle or compromise a Third Party Claim or consent to the entry of any Order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim; (ii) settle or compromise any Third Party Claim if the settlement imposes equitable remedies or other obligations on the Indemnified Party, ; or (iii) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent shall of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary payments). (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect thereto.

Third Party Claims. Promptly after receipt by any Purchaser Party or Company Party (iin either case, an “Indemnified Party”) With of notice of any demand, claim, or circumstances from a third party which would or might give rise to a claim or the commencement of any Action in respect of which indemnity may be sought pursuant to Section 4.6(a), such Indemnified Party shall promptly notify the applicable Purchaser or the Company (as applicable, the “Indemnifying Party”) in writing describing such Loss, including the amount thereof, if known, in such detail as is reasonably practicable and the Indemnifying Party shall have thirty (30) calendar days after receipt of such notice to notify the Indemnified Party that it elects to assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided, however, that the failure of any Third Indemnified Party Claimsso to notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party is actually and materially and adversely prejudiced by such failure to notify. If the Indemnifying Party timely notifies the Indemnified Party of its election to assume the defense of such third party claim, the Indemnifying Party shall have the rightright to undertake, at conduct and control, the defense, conduct and settlement of such third party claim and the Indemnified Party shall provide its expense reasonable cooperation, including providing reasonable access to records and at its electionpersonnel, to assume control of the negotiation, settlement and defense of the Claim through counsel of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of in connection therewith. In any such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arisesAction, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the any Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalfown counsel, but the fees and disbursements expenses of such counsel shall be paid by at the expense of such Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both (i) the Indemnifying Party and the Indemnified Party and a shall have mutually agreed to the retention of such counsel, (ii) the Indemnifying Party shall have failed to assume the defense of such Action within such thirty (30) calendar day period, or (iii) in the reasonable judgment of counsel to such Indemnified Party, representation of both the Indemnifying Party and the Indemnified Party parties by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses)them. If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the The Indemnifying Party shall not settle be liable for any Third Party Claim settlement of any Action effected without the its written consent of the Indemnified Partyconsent, which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned. Without the prior written consent of the Indemnified Party, the Indemnifying Party shall not effect any settlement of any pending or threatened Action in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement provides solely for monetary damages or other monetary payments. (iii) The includes an unconditional release of such Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and, regardless from all liability arising out of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect theretosuch Action.

Third Party Claims. If a claim by a third party is made against any Indemnified Party, and if such Indemnified Party intends to seek indemnity with respect thereto under Section 17, such Indemnified Party shall promptly notify the Indemnifying Party of such claims; provided, that the failure to 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 thirty (30) 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 thereof and the Indemnified Party shall cooperate with it in connection therewith; provided, that (i) With respect 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 (ii) the Indemnifying Party shall promptly be entitled to assume the defense of such action only to the extent the Indemnifying Party acknowledges its indemnity obligation; 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) the Indemnified Party has been advised in writing by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party or (ii) upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such claim. Any Indemnified Party shall have the right to employ separate counsel in any Third such action or claim and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Indemnifying Party Claims, unless (x) the Indemnifying Party shall have failed, within a reasonable time after having been notified by the right, at its expense and at its electionIndemnified Party of the existence of such claim as provided in the preceding sentence, to assume control of the negotiation, settlement and defense of such claim, (y) the Claim through employment of such counsel of its choice reasonably acceptable to has been specifically authorized in writing by the other party; providedIndemnifying Party, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as z) the case may be. In named parties to any such event, action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall reimburse have been advised in writing by such counsel that there may be one or more legal defenses available to the Indemnified Party for all which are not available to the Indemnifying Party, or available to the Indemnifying Party the assertion of which would be adverse to the interests of the Indemnified Party's reasonable out-of-pocket expenses . So long as a result of such assumption. The election of the Indemnifying Party to assume is reasonably contesting any such control shall be made within claim in good faith, the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Indemnified Party shall be deemed to have elected not to assume pay or settle any such controlclaim. If Notwithstanding the Indemnifying Party elects to assume such controlforegoing, the Indemnified Party shall have the right to be informed and consulted with respect pay or settle any such claim, provided that in such event it shall waive any right to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid indemnity therefor by the Indemnified Indemnifying Party for such claim unless the Indemnifying Party consents shall have consented to the retention of such counsel payment or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses)settlement. If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, does not notify the Indemnified Party shall be entitled to assume such control, and within thirty (30) days after the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is receipt of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount ’s notice of any liability a claim of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party indemnity hereunder that it elects to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of undertake the defense of, or having assumed such control fails to defend, any Third Party Claimthereof, the Indemnified Party shall have the exclusive right to consentcontest, settle or pay compromise the amount claimed, in which case the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Indemnifying Party shall be responsible for paying any such Claim ornot, if paid by except with the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned enter into any settlement that is not entirely indemnifiable by the Indemnifying Party pursuant to this Agreement and does not include as an unconditional term thereof the giving by the person or delayed, unless persons asserting such settlement provides solely for monetary damages claim to all Indemnified Parties of an unconditional release from all liability with respect to such claim or other monetary payments. (iii) consent to entry of any judgment. The Indemnified Indemnifying Party and the Indemnifying Indemnified Party shall cooperate fully with each other in all reasonable respects in connection with respect the defense of any claim, including making available records relating to Third such claim and furnishing, without expense to the Indemnifying Party Claims andand/or its counsel, regardless such employees of which party has control thereof the Indemnified Party as provided may be reasonably necessary for herein, shall keep each other reasonably advised with respect theretothe preparation of the defense of any such claim or for testimony as witnesses in any proceeding relating to such claim.

Third Party Claims. (ia) With respect to any Third Party Claims, the The Indemnifying Party under this Article VIII shall have the right, at its expense and at its electionbut not the obligation, to assume control of the negotiationconduct and control, settlement and defense of the Claim through counsel of its choice reasonably acceptable to the other party; providedchoosing, that it irrevocably agrees that the Claim is covered by Section 8.1(b) any third party claim, action, suit or proceeding (ca "THIRD PARTY CLAIM"), as and the case Indemnifying Party may be. In such eventcompromise or settle the same, provided that the Indemnifying Party shall reimburse give the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of advance notice of the Third Party Claim any proposed compromise or thirty days after the indemnification obligation arisessettlement, failing which provided further that the Indemnifying Party shall be deemed to have elected not compromise or settle any Third Party Claim without the approval of the Indemnified Party if such compromise or settlement imposes any obligations on the Indemnified Party, such approval not to assume be unreasonably withheld. 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. The Indemnifying Party shall permit the Indemnified Party to participate in, but not control, the defense of any such controlaction 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. If the Indemnifying Party elects not to assume such control, control or conduct the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement defense or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is prosecution of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party nevertheless shall not settle have the right to participate in the defense or prosecution of any Third Party Claim without the written consent and, at its own expense, to employ counsel of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless its own choosing for such settlement provides solely for monetary damages or other monetary paymentspurpose. (iiib) The Indemnified parties hereto shall cooperate in the defense or prosecution of any Third Party Claim, with such cooperation to include (i) the retention of and the provision to the Indemnifying Party shall cooperate fully with each other with respect of records and information that are reasonably relevant to such Third Party Claims and, regardless Claim and (ii) the making available of which party has control thereof as employees on a mutually convenient basis for providing additional information and explanation of any material provided for herein, shall keep each other reasonably advised with respect theretohereunder.

Third Party Claims. (ia) With The party seeking indemnification under this Article VIII (the “Indemnified Party”) agrees to give prompt written notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any third party claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought under this Article VIII (the “Third Party Claims”). Such notice referred to in the preceding sentence shall state the relevant facts as to the breach or inaccuracy, the amount of Losses (to the extent known) and include therewith relevant documents and a statement in reasonable detail as to the basis for the indemnification sought. The failure by any Indemnified Party so to notify the Indemnifying Party shall not relieve any Indemnifying Party from any Liability which it may have to such Indemnified Party with respect to any Third claim made pursuant to this Section 8.4, except to the extent such failure shall actually prejudice an Indemnifying Party. (b) Upon receipt of notice from the Indemnified Party Claimspursuant to Section 8.4(a), the Indemnifying Party shall will have the rightright to, at its expense subject to the provisions of this Section 8.4, assume the defense and at its election, to assume control of the negotiation, settlement and defense of the Claim through counsel of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such controlClaims. If the Indemnifying Party elects to assume such controlthe defense of a Third Party Claim, the Indemnified Indemnifying Party shall have the right to be informed and consulted with respect select counsel reasonably acceptable to the negotiation, Indemnified Party; shall take all steps necessary in the defense or settlement or defenses of such Third Party Claim Claim; and to retain counsel to act on its behalf, but shall at all times diligently and promptly pursue the fees and disbursements resolution of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that In the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and event the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of assumes the defense of, or having assumed such control fails to defend, any of a Third Party Claim, the Indemnified Party shall have the exclusive right but not the obligation to consent, settle or pay participate in the amount claimed, in which case defense of such Third Party Claim with its own counsel and at its own expense (provided that the Indemnifying Party shall be responsible for paying any pay the reasonable attorneys’ fees of the Indemnified Party if (i) the employment of separate counsel shall have been authorized in writing by such Claim orIndemnifying Party in connection with the defense of such Third Party Claim, if paid by (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to defend such Third Party Claim, (iii) the Indemnifying Party’s counsel shall have advised the Indemnifying Party in writing, with a copy delivered to the Indemnified Party, reimbursing that there is a conflict of interest that would make it inappropriate under applicable standards of professional conduct to have common counsel, or (iv) such Third Party Claim seeks injunctive or equitable relief that if granted would materially interfere with the conduct of the business of the Indemnified Party) and the Indemnifying Party will cooperate with the Indemnified Party. Whether or Any election by an Indemnifying Party not to assume the defense of a Third Party Claim must be received by the Indemnified Party reasonably promptly following its receipt of the Indemnified Party’s notice delivered pursuant to Section 8.4(a). The Indemnified Party shall, and shall cause each of its Affiliates and their respective representatives to, cooperate fully with the Indemnifying Party assumes control of in the negotiation, settlement or defense of any Third Party Claim, Claim defended by the Indemnifying Party. (c) The Indemnifying Party shall not settle be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim as to which the Indemnifying Party has assumed the defense in accordance with the terms of Section 8.4, without the written consent of any Indemnified Party, but only to the extent that such settlement or entry of judgment (i) provides solely (x) for the payment of money by the Indemnifying Party or (y) imposes an obligation of confidentiality, and (ii) provides a complete release of any Indemnified Party potentially affected by such Third Party Claim from all matters that were or could have been asserted in connection with such claims. Except as provided in the foregoing sentence, settlement or consent to entry of judgment shall require the prior approval of the Indemnified Party, which consent shall such approval not to be unreasonably withheld, conditioned delayed or delayed, unless such settlement provides solely for monetary damages or other monetary paymentsconditioned. (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect thereto.

Third Party Claims. (ia) With respect to any In the case of a claim, action, suit or proceeding by a third party (a “Third Party ClaimsClaim”) as to which indemnification is sought by an Indemnified Party, the Responsible Party shall have ninety (90) days after receipt of the Claim Notice to assume the conduct and control, through counsel reasonably acceptable to the Indemnified Party at the expense of the Responsible Party, of the settlement or defense thereof, and the Indemnified Party shall reasonably cooperate with it in connection therewith; provided that the Responsible Party may not assume control of the defense of 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, the fees and expenses of counsel chosen by the Representative shall be paid using the funds in the Escrow Account, and the Indemnified Party shall have the right to participate in but not control such defense through counsel chosen by such Indemnified Party; provided that the fees and expenses of such counsel shall be borne by such Indemnified Party; provided further, however, that if in the reasonable opinion of counsel to 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, or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall have be liable for the right, at its expense reasonable fees and at its election, to assume control expenses of the negotiation, settlement and defense of the Claim through counsel of its choice reasonably acceptable to the other party; providedIndemnified Party in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, provided that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party 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's reasonable out-of-pocket expenses . So long as a result of the Responsible Party is reasonably contesting any such assumption. The election claim in good faith, the Indemnified Party shall not pay or settle any such claim except with the prior written consent of the Indemnifying Responsible Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected (not to assume such controlbe unreasonably withheld, conditioned or delayed). If Notwithstanding the Indemnifying Party elects to assume such controlforegoing, the Indemnified Party shall have the right to be informed and consulted with respect 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 negotiationResponsible Party or from the Escrow Account, settlement or defenses of as the case may be, for such Third claim. If the Responsible Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by does not notify the Indemnified Party unless within ninety (90) days after the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference Claim Notice that it elects to undertake the defense thereof or is otherwise prohibited from the Third Party, pay the amount of such difference doing so pursuant to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claimterms hereof, the Indemnified Party shall have the exclusive right to consentcontest, settle or pay compromise the amount claimed, in which case the Indemnifying claim without consent and shall not thereby waive any right to indemnity pursuant to this Agreement. The Responsible Party shall be responsible for paying any such Claim ornot, if paid by except with the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnified Party, which either (i) enter into any 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 shall not be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary paymentsto the entry of any judgment. (iiib) The Indemnified Party and the Indemnifying Party Parties shall cooperate fully with each other with respect to in all reasonable respects in the investigation, trial and defense of any Third Party Claims andClaim and any appeal arising therefrom and shall furnish such records, regardless 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 other party has control thereof as being 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 for herein, hereunder. The parties shall keep cooperate with each other reasonably advised with respect theretoin any notifications to insurers.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (ia “Third Party Claim”) With against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third Party Claim. The failure of the Indemnified Party to give reasonably prompt notice of any Third Party ClaimsClaim shall not release, waive or otherwise affect the Indemnifying Party’s obligations with respect thereto unless, and only to the extent, that the Indemnifying Party can demonstrate actual material loss and material prejudice as a result of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the rightright to participate in, at its expense and at its electionor by giving written notice to the Indemnified Party, to assume control of the negotiation, settlement and defense of any Third Party Claim at the Claim through counsel of its choice reasonably acceptable to Indemnifying Party’s expense and by the other partyIndemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse not have the right to defend or direct the defense of any such Third Party Claim that (x) the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party reasonably believes an adverse determination with respect to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim would be materially detrimental to or thirty days after materially injure the indemnification obligation arisesIndemnified Party’s reputation or future business prospects, failing which or (y) seeks an injunction or other equitable relief against the Indemnified Party, and the Indemnifying Party shall be deemed liable for the reasonable fees and expenses of counsel to have elected not to assume such controlthe Indemnified Party in each jurisdiction for which the Indemnified Party reasonably determines counsel is required. If In the event that the Indemnifying Party elects assumes the defense of any Third Party Claim, it shall have the right to assume take such controlaction as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to be informed and consulted with respect to participate in the negotiation, settlement or defenses defense of such any Third Party Claim and with counsel selected by it subject to retain counsel the Indemnifying Party’s right to act on its behalf, but control the defense thereof. The fees and disbursements of such counsel shall be paid by 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 unless that are different from or additional to those available to the Indemnifying Party consents to the retention Party; (B) there exists a conflict of such counsel or unless the named parties to any action or proceeding include both interest between the Indemnifying Party and the Indemnified Party and a representation of both Party; or (C) the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due claim for indemnification relates to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Partyarises in connection with any criminal or quasi criminal or regulatory proceeding, having elected to assume such controlaction, thereafter fails to defend the Third Party Claim within a reasonable period of timeindictment, the Indemnified Party shall be entitled to assume such controlallegation or investigation, and the Indemnifying Party shall be bound by liable for the results obtained by reasonable fees and expenses of counsel to the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that in each jurisdiction for which the Indemnified Party determines counsel is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such paymentrequired. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to assume control promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of, or having assumed of such control fails to defend, any Third Party Claim, the Indemnified Party may, pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. The Company and Buyer shall have cooperate with each other in all reasonable respects in connection with the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, including making available (subject to the provisions of Section 5.03) records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees or appropriate persons of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary payments. (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect thereto.

Third Party Claims. (ia) With Promptly after the receipt by any Person entitled to indemnification pursuant to this ARTICLE XII (the “Indemnified Party”) of notice of the commencement of any Action involving a third party (such Action, a “Third Party Claim”), such Indemnified Party shall, if a claim with respect thereto is to be made against any party or parties obligated to provide indemnification pursuant to this ARTICLE XII (the “Indemnifying Party”), give such Indemnifying Party written notice of such Third Party Claim in reasonable detail in light of the circumstances then known to such Indemnified Party; provided that the failure of the Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure to give notice shall prejudice any defense or claim available to the Indemnifying Party. (b) The Indemnifying Party shall be entitled to assume the defense of any Third Party ClaimsClaim with counsel reasonably satisfactory to the Indemnified Party, at the Indemnifying Party’s sole expense; provided that the Indemnifying Party shall have the right, at its expense and at its election, not be entitled to assume or continue to control of the negotiation, settlement and defense of the any Third Party Claim through counsel of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(bif (i) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim relates to or thirty days after arises in connection with any criminal matter, (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 obligation arisespursuant to Section 12.4, failing which (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 customers, suppliers, vendors or other service providers, (v) the Indemnifying Party shall be deemed has failed or is failing to have elected defend in good faith the Third Party Claim, (vi) the Third Party Claim arises out of or relates to Environmental Laws and concerns the Business, the Purchased Assets or the Real Property or (vii) the Indemnifying Party has not acknowledged that such Third Party Claim is subject to assume such control. indemnification pursuant to this ARTICLE XII. (c) If the Indemnifying Party elects assumes the defense of any Third Party Claim, (i) it shall not settle the Third Party Claim unless (A) the settlement does not entail any admission of liability on the part of any Indemnified Party, and (B) the settlement includes an unconditional release of each Buyer Indemnified Party or Seller Indemnified Party, as applicable, reasonably satisfactory to assume the Indemnified Party, from all Losses with respect to such controlThird Party Claim, (ii) it shall indemnify and hold the Indemnified Party 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 be informed and consulted with respect to participate in the negotiation, settlement or defenses defense of such Third Party Claim and to retain employ, at its own expense, counsel to act on its behalfseparate from counsel employed by the Indemnifying Party; except that the fees, but the fees costs and disbursements expenses of such counsel shall be paid by at the Indemnified Party unless expense of the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both if the Indemnifying Party and the Indemnified Party and a representation of are both named parties to the Indemnifying Party proceedings and the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Partythem. (iid) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the The Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary payments. (iii) The Indemnified Party and if the Indemnifying Party shall cooperate fully with each other with respect 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 Claims and, regardless Claim. Any consent to be given by the Buyer Indemnified Parties under this Section 12.6 shall be given by the Buyer acting on behalf of which party has control thereof as provided for herein, the Buyer Indemnified Parties and any consent to be given by the Seller Indemnified Parties under this Section 12.6 shall keep each other reasonably advised with respect theretobe given by the Seller acting on behalf of the Seller Indemnified Parties.

Third Party Claims. If any lawsuit, enforcement action, demand or claim is brought or made by any other non-Affiliate Person (i) With respect to any a “Third Party ClaimsClaim”) against an Indemnified Party which is the basis for an indemnification claim pursuant to Section 9.2 or Section 9.3, the Indemnifying Party shall have the rightbe entitled, at its expense and at its electionif it so elects, to assume take control of the negotiation, settlement defense and defense investigation of the Third Party Claim through counsel and to employ and engage attorneys of its own choice reasonably acceptable to the other party; providedIndemnified Party to handle and defend the Third Party Claim, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, at the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption’s cost, risk and expense. The Any election of by the Indemnifying Party to assume such take control of the defense and investigation of a Third Party Claim shall not be made within deemed a waiver of the latter of 90 days of receipt of notice of Indemnifying Party’s right to determine at a later date that the Third Party Claim or thirty days after is not entitled to indemnification under this Agreement, in which case Indemnifying Party may, in the indemnification obligation arisesexercise of its sole discretion, failing which determine not to continue to defend that Third Party Claim and any action taken by the Indemnifying Party in connection with that determination shall be deemed to have elected undertaken in a manner so as not to assume such controlmaterially prejudice the defense or the rights of the Indemnified Party. If The Indemnified Party shall cooperate with the Indemnifying Party elects so as to assume minimize the risk of any such controlprejudice. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and such attorneys in the investigation, trial and defense of any Third Party Claim and any resulting appeal, which shall include: (a) furnishing such records, information and testimony, and attending such conferences, discovery proceedings, hearings, trials and appeals, as reasonably may be requested in connection with the Third Party Claim, (b) affording access during normal business hours to the Indemnifying Party to, and reasonable retention by the Indemnified Party shall have the right to be informed of, records and consulted with respect information which are reasonably relevant to the negotiationThird Party Claim, settlement or defenses and (c) making its employees available on a mutually convenient basis to provide additional information and explanation of any material provided to the Indemnifying Party under this Agreement. The Indemnified Party nevertheless may, at its own cost, participate in the investigation, trial and defense of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Partyresulting appeal. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary payments. (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect thereto.

Third Party Claims. (a) Promptly after the receipt by an Indemnified Party of notice of the commencement of any Action by a third party (a “Third Party Claim”), such Indemnified Party shall, if a claim with respect thereto is to be made against the Indemnifying Party, give such Indemnifying Party written notice of such Third Party Claim in reasonable detail in light of the circumstances then known to such Indemnified Party (a “Third Party Claim Notice”); provided, that the failure of the Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations hereunder, subject to the Claim Period not having expired, except to the extent that such failure to give notice shall prejudice any substantive defense available to the Indemnifying Party. (b) The Indemnifying Party shall be entitled to assume the defense of any Third Party Claim with counsel reasonably satisfactory to the Indemnified Party, at the Indemnifying Party’s sole expense; provided, the Indemnifying Party shall not be entitled to assume or continue control of the defense of any Third Party Claim if (i) With respect to any the Third Party ClaimsClaim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (ii) the Third Party Claim seeks an injunction or equitable relief against any Indemnified Party, (iii) the Indemnifying Party has failed to defend or is failing to defend in good faith the Third Party Claim, or (iv) the Indemnifying Party has not acknowledged that such Third Party Claim is subject to indemnification pursuant to this Article X, within thirty (30) days after receipt of a Third Party Claim Notice. The Indemnifying Party shall have the right, at its expense sole cost and at its electionexpense, to assume control of monitor the negotiation, settlement and defense of any Third Party Claim, the Claim through counsel defense of its choice reasonably acceptable which it is not entitled to the other party; provided, that it irrevocably agrees that the Claim is covered by assume or control pursuant to this Section 8.1(b) or 10.7. (c), as the case may be. In such event, ) If the Indemnifying Party assumes the defense of any Third Party Claim, (i) it shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of not settle the Third Party Claim without the consent of the Indemnified Party unless the settlement shall include (A) no admission of liability on the part of any Indemnified Party and (B) an unconditional release of each Purchaser Indemnified Party or thirty days after Seller Indemnified Party, as applicable, reasonably satisfactory to the Indemnified Party, from all liability with respect to such Third Party Claim, (ii) it shall indemnify and hold the Indemnified Party harmless from and against any Losses caused by or arising out of any settlement or judgment of such Third Party Claim and may not claim that it does not have an indemnification obligation ariseswith respect thereto, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, and (iii) the Indemnified Party shall have the right (but not the obligation) to be informed and consulted with respect to participate in the negotiation, settlement or defenses defense of such Third Party Claim and to retain employ, at its own expense, counsel to act on its behalfseparate from counsel employed by the Indemnifying Party; provided, but that the fees fees, costs and disbursements expenses of such counsel shall be paid by at the Indemnified Party unless expense of the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both if the Indemnifying Party and the Indemnified Party and a representation of are both named parties to the Indemnifying Party proceedings and the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Partythem. (iid) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the The Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary payments. (iii) The Indemnified Indemnifying Party and if the Indemnifying Party shall cooperate fully with each other with respect 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 hereto shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claims andClaim. Any consent to be given by the Purchaser Indemnified Parties under this Section 10.7 shall be given by the Purchaser acting on behalf of the Purchaser Indemnified Parties and any consent to be given by the Seller Indemnified Parties under this Section 10.7 shall be given by the Parent Seller acting on behalf of the Seller Indemnified Parties. (f) This Section 10.7 shall not apply to Tax Contests, regardless which shall be governed by Section 10.8 nor shall it apply to Covered Claims, which shall be governed by Schedule 10.2(f) of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect theretothe Disclosure Letter.

Third Party Claims. (i) With The Seller Indemnitees or Buyer Indemnitees, as the case may be (the “Indemnified Party”), shall promptly notify the party or parties potentially liable for such indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim, demand or circumstance that the Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement (including a pending or threatened claim or demand asserted by a third party against an Indemnified Party, such claim being a “Third Party Claim”), describing in reasonable detail the facts and circumstances with respect to any Third Party Claimsthe subject matter of such claim, demand or circumstance (the “Notice of Claim”). The Indemnifying Party shall have the right, at its expense and at its election, right (but not the obligation) to assume and control of the negotiation, settlement and defense of the Claim through counsel of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such any Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If at the Indemnifying Party’s expense) counsel of its choice, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party reasonably acceptable to the Indemnified Party, to represent the Indemnified Party. Notwithstanding the Indemnifying Party’s election to appoint counsel to represent the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, in any Third Party Claim, the Indemnified Party shall have the exclusive right to consentemploy separate counsel, settle and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel, if the use of counsel chosen by the Indemnifying Party to represent the Indemnified Party would present such counsel with a conflict of interest. The Indemnifying Party shall have ten (10) days from the receipt of the Notice of Claim to notify the Indemnified Party whether or pay the amount claimed, in not it desires to defend such Third Party Claim failing which case the Indemnifying Party shall be responsible for paying any deemed to have waived such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Partyoption. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or The party assuming defense of any a Third Party Claim is hereinafter referred to as the “Controlling Party” and the other party as the “Co-Party”. (ii) In defending the Third Party Claim, the Indemnifying Controlling Party shall not settle any take all steps reasonably necessary in the defense or settlement of such Third Party Claim. The Co-Party shall take such actions as reasonably necessary to cooperate with the Controlling Party and its counsel in defending such Third Party Claim. The Controlling Party shall keep the Co-Party reasonably informed of the development of the underlying claim. The Controlling Party shall allow the Co-Party a reasonable opportunity to participate in the defense of such Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary paymentswith its own counsel and at its own expense. (iii) The Controlling Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the consent of the Co-Party, provided that the Controlling Party shall (x) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such settlement, (y) not encumber any of the material assets of an Indemnified Party or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or the conduct of any Indemnified Party’s business and the Indemnifying (z) obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified Party shall cooperate fully with each other with respect to potentially affected by such Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect theretoClaim.

Third Party Claims. (i) With respect An Indemnified Party shall give written notice to any Indemnifying Party within 30 days after it has actual knowledge of commencement or assertion of any action, proceeding, demand, or claim by a third party (collectively, a “Third Party ClaimsClaim”) in respect of which such Indemnified Party may seek indemnification under Section 5.1. Such notice shall state the nature and basis of such Third Party Claim and the events and the amounts thereof to the extent known. Any failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it, may have to such Indemnified Party under this Article 5, except to the extent the failure to give such notice materially and adversely prejudices such Indemnifying Party. In case any such action, proceeding or claim is brought against an Indemnified Party, so long as (a) the Indemnifying Party has acknowledged in writing to the Indemnified Party that it is liable to the Indemnified Party for such Third Party Claim pursuant to this Section 5.3, (b) in the reasonable judgment of the Indemnified Party a conflict of interest between it and the Indemnifying Party does not exist in respect of such Third Party Claim and (c) in the reasonable judgment of the Indemnified Party such Third Party Claim does not entail a material risk of criminal penalties or civil fines or non-monetary sanctions being imposed on the Indemnified Party (a “Third Party Penalty Claim”) (the forgoing conditions being referred to as the “Control Conditions”), the Indemnifying Party shall have be entitled to participate in and assume the rightdefense thereof, at with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of its expense and at its election, election so to assume control of the negotiation, settlement and defense of the Claim through counsel of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such eventthereof, the Indemnifying Party shall reimburse the not be liable to such Indemnified Party for all any legal or other expenses subsequently incurred by the Indemnified Party's reasonable out-of-pocket expenses latter in connection with the defense thereof other than as a result expressly provided below in this Section 5.3; provided, that nothing contained herein shall permit Seller to control or participate in any Tax contest or dispute involving Purchaser or any Affiliate of such assumptionPurchaser, or permit Purchaser to control or participate in any Tax contest or dispute involving Seller or any Affiliate of Seller other than the Company. The election of In the event that (i) the Indemnifying Party to assume such control shall be made advises an Indemnified Party that it will not contest a claim for indemnification hereunder, (ii) the Indemnifying Party fails, within the latter of 90 30 days of receipt of any indemnification notice to notify, in writing, such Indemnified Party of its election, to defend, settle or compromise, at is sole cost and expense, any such Third Party Claim (or discontinues its defense at any time after it commences such defense) or (iii) in the reasonable judgment of the Indemnified Party, a conflict of interest between it and the Indemnifying Party exists in respect of such Third Party Claim or thirty days after the indemnification obligation arisesaction or claim is a Third Party Penalty Claim, failing which then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim or Third Party Claim, and the Indemnifying Party shall be deemed to have elected not liable for and shall reimburse the Indemnified Party promptly and periodically for the Indemnified Party’s reasonable costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding. In any event, unless and until the Indemnifying Party elects in writing to assume and does so assume the defense of any such controlclaim, proceeding or action, the Indemnifying Party shall be liable for the Indemnified Party’s reasonable costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding. The Indemnified Party shall cooperate fully with the Indemnifying Party in connection with any negotiation or defense of any such action or claim by the Indemnifying Party. The Indemnifying Party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the Indemnifying Party elects to assume defend any such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Partyclaim, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, then the Indemnified Party shall be entitled to assume participate in such control, defense with counsel of its choice at its sole cost and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claimexpense. If any Third Party Claim of the Control Conditions is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person not satisfied or becomes unsatisfied, (a "Third Party"x) with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make defend against, and consent to the entry of any judgment or enter into any settlement with respect to, such payment Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (y) the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, will reimburse the Indemnified Party promptly and periodically for the reasonable costs or defending against such payment. If Third Party Claim (including reasonable consultant, attorney and expert witness fees, disbursements and expenses), and (z) the amount of Indemnifying Party will remain responsible for any liability of losses the Indemnified Party under may suffer resulting from, arising out of, relating to, in the nature of, or caused by such Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the fullest extent provided in this Article 5. The Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary payments. (iii) The Indemnified Party and the Indemnifying Indemnified Party shall cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand. Notwithstanding anything in this Section 5.3 to the contrary, the Indemnifying Party shall not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent to entry of judgment in respect thereof which imposes any criminal liability or civil fine or sanction or equitable remedy on the Indemnified Party or which does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to Third Party Claims andthe Indemnified Party, regardless a release from all liability in respect of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect theretosuch claim.

Third Party Claims. (ia) With respect 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 ClaimsClaim”), the Indemnifying Party shall have Person or Persons entitled to indemnification hereunder (the right, at its expense and at its election, to assume control of the negotiation, settlement and defense of the Claim through counsel of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the “Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of ”) shall promptly notify the Party or Parties required to provide indemnification hereunder (the “Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses Party”) of such Third Party Claim and to retain counsel to act on its behalfthe claim of indemnification with respect thereto, but the fees and disbursements provided that failure of such counsel shall be paid by the Indemnified Party unless 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 consents confirms in writing that the subject matter set forth in the notice is subject to the retention of such counsel or unless the named parties to any action or proceeding include both indemnification by the Indemnifying Party and under the Indemnified Party and a representation applicable provisions of both this Article X, the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shallParties will, subject to the provisions of Section 8.110.5(c), Section 8.2 assume the defense and Section 8.3control of such Third Party Claim, after demand by 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, reimburse then the Indemnified Party Indemnifying Parties shall be liable under this Article X for such payment. If the amount of any liability fees of the Indemnified Party under Party’s counsel and any other expenses related to the defense of such Third Party Claim in respect Claim. The Indemnifying Parties shall select counsel, contractors and consultants of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to 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, promptly after receipt and shall cause each of the difference from the Third Partyits Affiliates and representatives to, pay the amount of such difference to cooperate fully with the Indemnifying PartyParties in the defense of any Third Party Claim defended by the Indemnifying Parties. (iic) If the The Indemnifying Party fails Parties shall be authorized to assume control of the defense consent to a settlement of, or having assumed such control fails to defendthe 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 shall have or agree to any restriction or condition that would apply to or adversely affect any Indemnified Party or to the exclusive right 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 consent, settle or pay the amount claimed, nonexclusive jurisdiction of any court in which case the Indemnifying a proceeding in respect of a Third-Party shall be responsible for paying Claim is brought against any such Claim or, if paid by the Superior Indemnified Party or Dynamic Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiationas applicable, settlement or defense for purposes of any Third claim that a Superior Indemnified Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the or Dynamic Indemnified Party, which consent shall not be unreasonably withheldas applicable, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary payments. (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other may have under this Agreement with respect to Third such proceeding or the matters alleged therein and agree that process may be served on a Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect theretoto such a claim anywhere in the world.

Third Party Claims. If any claim or demand in respect of which an Indemnified Party might seek indemnity under this Article X is asserted against such Indemnified Party by a Person (ia “Third Party Claim”), the Indemnified Party shall give written notice (the “Third Party Claim Notice”) With respect and the details thereof including an estimate of the claimed Losses (if known and quantifiable), copies of all relevant pleadings, documents and information to the Indemnifying Party within a period of thirty (30) days following the assertion of the Third Party Claim against the Indemnified Party (the “Third Party Claim Notice Period”) provided that the failure to so notify the Indemnifying Party within the Third Party Claim Notice Period shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have prejudiced the Indemnifying Party. Within twenty (20) days after its receipt of the Third Party Claim Notice by the Indemnifying Party, the Indemnifying Party shall, in writing, either acknowledge or deny its obligations to indemnify and defend under this Article X, which response shall be final and irrevocable; provided that if the Indemnifying Party shall fail to timely deny its obligations to so indemnify and defend, it shall be deemed to have irrevocably acknowledged its obligation to so indemnify and defend unless such delay does not prejudice the rights of the Indemnified Party. If the Indemnifying Party acknowledges (or is deemed to acknowledge) its obligations to indemnify and defend the Indemnified Party against the Third Party Claim, then the Indemnifying Party shall defend such Third Party Claim by all appropriate proceedings, which proceedings will be diligently prosecuted to a final conclusion or will be settled, at the discretion of the Indemnifying Party; provided, however, that the Indemnifying Party shall not enter into any settlement that imposes injunctive or other equitable relief against the Indemnified Party or does not fully and finally release the Indemnified Party from all Liability, unless consented to by the Indemnified Party. The Indemnified Party will cooperate fully in such defense, including by making available to the Indemnifying Party all books, records and documents within the Indemnified Party’s control or that it can reasonably obtain relating to the Third Party Claim, and all costs or expenses incurred by it at the request of the Indemnifying Party shall be paid by the Indemnifying Party. The Indemnified Party may, at the Indemnifying Party’s cost and expense, at any time to prevent default or protect its interests file any pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests due to the failure of the Indemnifying Party to diligently defend such Third Party Claim. The Indemnified Party, at its expense, may participate in, but not control, any defense or settlement of any Third Party ClaimsClaim conducted by the Indemnifying Party pursuant to this Section 10.4(a). Notwithstanding anything herein to the contrary, the Indemnifying Party shall have the right, at its expense and at its election, not be entitled to assume control of the negotiation, settlement and such defense of the Claim through counsel of its choice reasonably acceptable (unless otherwise agreed to the other party; provided, that it irrevocably agrees that the Claim is covered in writing by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control ) and shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but pay the fees and disbursements expenses of such counsel shall be paid retained by the Indemnified Party unless if (i) the Indemnifying claim for indemnification relates to or arises in connection with any criminal or quasi-criminal Action, indictment, allegation or investigation; (ii) the claim seeks an injunction or equitable relief against the Indemnified Party; (iii) the Indemnified Party consents to the retention has been advised by counsel that a reasonable likelihood exists of such counsel or unless the named parties to any action or proceeding include both a conflict of interest between the Indemnifying Party and the Indemnified Party and a representation of both Party; or (iv) the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due failed or is failing to the actual vigorously prosecute or potential differing interests between them (defend such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Partyclaim. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary payments. (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect thereto.

Third Party Claims. (i) With respect An Indemnified Party shall give written notice to the Indemnifying Party within 10 days after it has actual knowledge of commencement or assertion of any Third Party ClaimsClaim in respect of which the Indemnified Party may seek indemnification under Section 6.1. Such notice shall state the nature and basis of such Third Party Claim and the events and the amounts thereof to the extent known. Any failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that the Indemnifying Party may have to the Indemnified Party under this Article 6, except to the extent the failure to give such notice materially and adversely prejudices the Indemnifying Party. In case any such action, proceeding or claim is brought against an Indemnified Party, so long as it has acknowledged in writing to the Indemnified Party that it is liable for such Third Party Claim pursuant to this Section 6.3, the Indemnifying Party shall have be entitled to participate in and, unless in the right, at its expense reasonable judgment of the Indemnified Party a conflict of interests between it and at its electionthe Indemnifying Party may exist in respect of such Third Party Claim or such Third Party Claim entails a material risk of criminal penalties or civil fines or non monetary sanctions being imposed on the Indemnified Party or a risk of materially adversely affecting the Indemnified Party’s business (a “Third Party Penalty Claim”), to assume control of the negotiationdefense thereof, settlement with counsel selected by the Indemnifying Party and defense of reasonably satisfactory to the Claim through counsel Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of its choice reasonably acceptable election so to assume the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such eventdefense thereof, the Indemnifying Party shall reimburse not be liable to the Indemnified Party for all any legal or other expenses subsequently incurred by the Indemnified Party's latter in connection with the defense thereof other than reasonable out-of-pocket expenses as a result costs of investigation or defending such portion of such assumptionThird Party Penalty Claim; provided nothing contained herein shalt permit Clean Technologies to control or participate in any Tax contest or dispute involving Investor or any Affiliate of Investor, or permit Investor to control or participate in any Tax contest or dispute involving any Affiliate of Clean Technologies other than the Company and the Project Company; and, provided, further, the Parties agree that the handling of any Tax contests involving the Company will be governed by Section 7.7 of the Company LLC Agreement. The election of In the event that (i) the Indemnifying Party to assume such control shall be made advises an Indemnified Party that the Indemnifying Party will not contest a claim for indemnification hereunder, (ii) the Indemnifying Party fails, within the latter of 90 30 days of receipt of any indemnification notice to notify, in writing, such Indemnified Party of its election, to defend, settle or compromise, at its sole cost and expense, any such Third Party Claim (or discontinues its defense at any time after it commences such defense) or (iii) in the reasonable judgment of the Indemnified Party, a conflict of interests between it and the Indemnifying Party exists in respect of such Third Party Claim or thirty days after the indemnification obligation arisesaction or claim is a Third Party Penalty Claim, failing which then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim or Third Party Claim in each case, at the sole cost and expense of the Indemnifying Party. In any event, unless and until the Indemnifying Party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnifying Party shall be deemed liable for the Indemnified Party’s reasonable costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding. The Indemnified Party shall cooperate to have elected not the extent commercially reasonable with the indemnifying Party in connection with any negotiation or defense of any such action or claim by the Indemnifying Party. The Indemnifying Party shall keep the Indemnified Party fully apprised at all times as to assume such controlthe status of the defense or any settlement negotiations with respect thereto. If the Indemnifying Party elects to assume defend any such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Partyclaim, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense unless otherwise specified herein; provided that any such participation of the Indemnified Party shall be at the Indemnifying Party’s sole cost and expense to the extent such participation relates to a Third Party Penalty Claim. If the Indemnifying Party does not assume such controldefense, and the Indemnified Party shall keep the Indemnifying Party apprised at all times as to the status of the defense; provided, however, that the failure to keep the Indemnifying Party so informed shall not affect the obligations of the Indemnifying Party hereunder. The Indemnifying Party shall not be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect not unreasonably withhold, delay or condition any such consent. Notwithstanding anything in this Section 6.3 to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedingscontrary, the Indemnified Party may make such payment and the Indemnifying Party shallshall not, subject without the Indemnified Party’s prior written consent, (i) settle or compromise any claim or consent to the provisions entry of Section 8.1, Section 8.2 and Section 8.3, after demand judgment in respect thereof which involves any condition other than payment of money by the Indemnified Party, reimburse the (ii) settle or compromise any claim or consent to entry of judgment in respect thereof without first demonstrating to Indemnified Party for the ability to pay such payment. If the amount claim or judgment, or (iii) settle or compromise any claim or consent to entry of any liability of the Indemnified Party under the Third Party Claim judgment in respect of which such payment was madethereof that does not include, as finally determinedan unconditional term thereof, is less than the amount which was paid giving by the Indemnifying Party claimant or the plaintiff to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference a full and complete release from the Third Party, pay the amount all liability in respect of such difference to the Indemnifying Partyclaim. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary payments. (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect thereto.

Third Party Claims. (i) With respect to A JEA Indemnified Party shall promptly notify Service Provider of the assertion of any Third Party ClaimsClaim against it for which it is entitled to be indemnified hereunder, shall give Service Provider the Indemnifying opportunity to defend such claim, and shall not settle the claim without the approval of Service Provider. Service Provider shall be entitled to control the handling of any such Third Party shall have the rightClaim and to defend or settle any such claim, at in its expense and at its electionsole discretion, to assume control of the negotiation, settlement and defense of the Claim through with counsel of its choice own choosing that is acceptable to the JEA Indemnified Parties; provided, however, that, in the case of any such settlement, Service Provider shall also obtain written release of all liability of the JEA Indemnified Parties, in form and substance reasonably acceptable to the other party; providedJEA Indemnified Parties. Notwithstanding the foregoing, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the each JEA Indemnified Party shall have the right to be informed and consulted with respect to the negotiationemploy its own separate counsel in connection with, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalfparticipate in (but, except as provided below, not control) the defense of, such claim, but the fees and disbursements expenses of such counsel incurred after notice to Service Provider of its assumption of the defense thereof shall be paid by at the expense of such JEA Indemnified Party unless unless: (1) the Indemnifying employment of counsel by such JEA Indemnified Party consents has been authorized by Service Provider; (2) counsel to such JEA Indemnified Party shall have reasonably concluded that there may be a conflict on any significant issue between Service Provider and such JEA Indemnified Party in the conduct of the defense of such claim; or (3) Service Provider shall not in fact have employed counsel reasonably acceptable to the retention JEA Indemnified Party to assume the defense of such counsel or unless claim within twenty (20) days following the named parties to any action or proceeding include both receipt by Service Provider of the Indemnifying Party and notice from the JEA Indemnified Party regarding the assertion of the applicable claim, in each case the fees and a representation expenses of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (for such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the JEA Indemnified Party shall be entitled to assume such controlat the expense of Service Provider; provided, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party however, that, with respect to clauses (2) and (3) of this sentence, Service Provider shall not be obligated to pay the Third Party Claim. If any Third Party Claim is fees and expenses of a nature more than one law firm, plus local counsel if necessary in each relevant jurisdiction, for all such that the JEA Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") Parties with respect to any claims arising out of the Third Party Claim before same events or facts or the completion same series of settlement negotiations events or related legal proceedingsfacts. Service Provider shall not be entitled, without the Indemnified Party may make consent of such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the JEA Indemnified Party, reimburse to assume or control the Indemnified Party for such payment. If the amount defense of any liability of the Indemnified Party under the Third Party Claim in respect of claim as to which counsel to such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the JEA Indemnified Party shall have reasonably made the exclusive right to consent, settle or pay conclusion that there may be a conflict on any significant issue between Service Provider and such JEA Indemnified Party in the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control conduct of the negotiation, settlement or defense of any Third Party Claimsuch claim as set forth in clause (ii) above, provided that the Indemnifying Party foregoing limitation shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary payments. (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other apply only with respect to Third Party Claims andthose issues for which there may be such a conflict. These indemnification provisions are for the protection of the JEA Indemnified Parties only and shall not establish, regardless of which party has control thereof as provided for hereinthemselves, any liability to third parties. The provisions of this Section 8.2 shall keep each other reasonably advised with respect theretosurvive termination or expiration of this Agreement.

Third Party Claims. (i) With Any Mylan Indemnitee or Abbott Indemnitee seeking indemnification under this Agreement (an “Indemnified Party”) with respect to any claim asserted against the Indemnified Party by a third party (a “Third Party ClaimsClaim”) in respect of any matter that is subject to indemnification under Section 12.1 or Section 12.2, as applicable, shall promptly deliver to the other Party (the “Indemnifying Party”) a written notice (a “Third Party Claim Notice”) setting forth a description in reasonable detail of the nature of the Third Party Claim, a copy of all papers served with respect to such Third Party Claim (if any), the basis for the Indemnified Party’s request for indemnification under this Agreement and a reasonable estimate (if calculable) of any Losses suffered with respect to such Third Party Claim; provided, however, that the failure to so transmit a Third Party Claim Notice shall not affect the Indemnifying Party’s obligations under this Article 12, except to the extent that the Indemnifying Party is materially prejudiced as a result of such failure. (ii) If a Third Party Claim is asserted against an Indemnified Party, the Indemnifying Party shall have be entitled to participate in the rightdefense thereof and, at its expense and at its electionif it elects, to assume and control the defense thereof with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party and to settle such Third Party Claim at the discretion of the negotiation, settlement and defense of the Claim through counsel of its choice reasonably acceptable to the other partyIndemnifying Party; provided, however, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse not, except with the written consent of the Indemnified Party for (such consent not to be unreasonably withheld, conditioned or delayed), enter into any settlement or consent to entry of any judgment that (1) does not include the provision by the Person(s) asserting such claim to all the Indemnified Parties of a full, unconditional and irrevocable release from all Liability with respect to such Third Party Claim, (2) includes an admission of fault, culpability or failure to act by or on behalf of any Indemnified Party or (3) includes injunctive or other nonmonetary relief affecting any Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is defense of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not settle be liable to the Indemnified Party for legal fees or expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; provided, however, that the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party (it being understood that the Indemnifying Party shall control such defense), provided that the Indemnifying Party will pay the costs and expenses of such separate counsel if, based on the reasonable opinion of legal counsel to the Indemnified Party reasonably acceptable to the Indemnifying Party, a conflict or potential conflict of interest exists between the Indemnifying Party and the Indemnified Party which makes representation of both parties inappropriate under applicable standards of professional conduct; provided further that the Indemnifying Party shall not be required to pay for more than one such counsel (plus any appropriate local counsel) for all Indemnified Parties in connection with any Third Party Claim. The Indemnified Party may retain or take over the control of the defense or settlement of any Third Party Claim without the written consent defense of which the Indemnifying Party has elected to control if the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless Party irrevocably waives its right to indemnity under this Article 12 and fully releases the Indemnifying Party with respect to such settlement provides solely for monetary damages or other monetary paymentsThird Party Claim. (iii) The Indemnified Party and All of the Indemnifying Party Parties shall cooperate fully with each other with respect to in the defense or prosecution of any Third Party Claims and, regardless Claim in respect of which party has control thereof indemnity may be sought hereunder and each Party (or a duly authorized representative of such Party) shall (and shall cause its Affiliates to) furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as provided for herein, shall keep each other may be reasonably advised with respect theretorequested in connection therewith.

Third Party Claims. All claims for indemnification made under this Agreement resulting from, related to or arising out of a third-party claim against an Indemnified Party shall be made in accordance with the following procedures. An Indemnified Party shall give prompt written notification (inot more than 30 days after becoming aware of any third party claim) With to 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 claim by a third party; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party has been materially prejudiced thereby. Such notification shall include a description in reasonable detail, to the extent known or on hand at the time, of the facts constituting the basis for such third-party claim, all relevant documentation with respect to such third-party claim (including any Third Party Claimssummons, complaint, pleading, written demand or other document or instrument) and the amount of the Losses claimed. At any time after delivery of such notification, the Indemnifying Party shall have may, upon written notice thereof to the rightIndemnified Party, at its expense and at its election, to assume control of the negotiation, settlement and defense of the Claim through counsel of such action, suit, proceeding or claim by acknowledging without qualification its choice reasonably acceptable indemnification obligations as provided in this Article IV in writing to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party and assuming all liability for all the Indemnified Party's reasonable out-of-pocket expenses as a result such claim for indemnification (without any reservation of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such controlrights). If the Indemnifying Party elects to does not assume control of such controldefense, the Indemnified Party shall control such defense at the reasonable expense of the Indemnifying Party. The Party not controlling such defense may participate therein at its own expense. 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 have the right to be informed and consulted with respect to the negotiationsettle such action, settlement suit, proceeding or defenses of such Third Party Claim and to retain counsel to act on its behalfclaim; provided, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them however, (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, i) the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment not agree to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense ofaction, suit, proceeding or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim claim without the prior written consent of the Indemnified Party, Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed), and (ii) the Indemnifying Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), unless such settlement provides solely for monetary damages does not impose injunctive or other monetary payments. (iii) The equitable relief on the Indemnified Party or its Affiliates and includes a complete release of the Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect theretoits Affiliates without prejudice.

Third Party Claims. (i1) With respect to any Third Party Claims, the The Indemnifying Party shall have the right, right to conduct at its expense and at its electionthe defense of a Third Party Claim, upon delivery of notice to assume control of the negotiation, settlement and defense Indemnified Party (the "Defense Notice") within 20 days after the Indemnifying Party's receipt of the Claim through counsel of its choice reasonably acceptable to the other partyNotice; provided, that it irrevocably agrees provided that the Claim is covered by Section 8.1(b) or (c), as Defense Notice shall specify the case may be. In such event, counsel the Indemnifying Party shall reimburse will appoint to defend such Third Party Claim and acknowledge, without qualification, the right of the Indemnified Party to be indemnified for all the Indemnified Party's reasonable out-of-pocket expenses as a result of Losses incurred in connection with such assumptionThird Party Claim. The election of the Indemnifying Indemnified Party to assume such control shall be made within entitled to be indemnified for the latter reasonable fees and expenses of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing counsel for any period during which the Indemnifying Party shall be deemed to have elected has not to assume assumed the defense of any such controlThird Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to assume conduct the defense of the Third Party Claim, the Indemnified Party will cooperate with and make available to the Indemnifying Party such controlassistance and materials as the Indemnifying Party may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall have the right at its expense to participate in the defense assisted by counsel of its own choosing. (2) The Indemnifying Party shall not be informed and consulted entitled to control the defense of any Third Party Claim if (i) such Indemnity Claim is with respect to the negotiationa criminal proceeding, settlement action, indictment, allegation or defenses of such Third Party Claim and to retain counsel to act on its behalfinvestigation, but the fees and disbursements of such counsel shall be paid by (ii) the Indemnified Party unless the Indemnifying Party consents to the retention has been advised by counsel that a reasonable likelihood exists of such counsel or unless the named parties to any action or proceeding include both a material conflict of interest between the Indemnifying Party and the Indemnified Party and a representation with respect to such Third Party Claim, or (iii) such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party. In the event of both any of the Indemnifying Party foregoing circumstances and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If has nonetheless permitted the Indemnifying Party, having elected Party to assume control the defense of such control, thereafter fails to defend the Third Party Claim within a reasonable period of timeClaim, the Indemnified Party shall be entitled to assume such controlretain its own counsel, and the Indemnifying Party shall be bound by pay the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is reasonable fees and expenses of a nature such that the Indemnified Party is required by applicable Law to make a payment one counsel (in addition to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Partyrequired local counsel). (ii3) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the The Indemnifying Party shall be responsible for paying any such Claim ornot, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the prior written consent of the Indemnified Party (i) settle or compromise a Third Party Claim or consent to the entry of any Order which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of the Third Party Claim; (ii) settle or compromise any Third Party Claim if the settlement imposes equitable remedies or other obligations on the Indemnified Party, ; or (iii) settle or compromise any Third Party Claim if the result is to admit civil or criminal liability or culpability on the part of the Indemnified Party that gives rise to criminal liability with respect to the Indemnified Party. No Third Party Claim which is being defended by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party without the prior written consent shall of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary payments). (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect thereto.

Third Party Claims. (ia) With respect to any Third Party Claims, the The Indemnifying Party under this ARTICLE VI shall have the right, at its expense and at its electionbut not the obligation, to assume control of the negotiationconduct and control, settlement and defense of the Claim through counsel of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such eventchoosing, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result defense of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arisesany third party claim, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such controlaction, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action suit or proceeding include both the Indemnifying Party and the Indemnified Party and (a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the “Third Party Claim”). If any Third Party Claim is Except with the prior written consent of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, may compromise or having assumed such control fails to defend, any settle a Third Party Claim, Claim that provides for injunctive or other non-monetary relief affecting the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing that does not completely release the Indemnified Party. Whether or not Should the Indemnifying Party assumes so elect to conduct and control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. No Indemnified Party may compromise or settle any Third Party Claim for which the Indemnifying Party has assumed the defense hereunder without the written consent of the Indemnifying Party. The Indemnifying Party shall permit the Indemnified Party to participate in, but not control, the defense of any such action or suit through counsel chosen by the Indemnified Party, which consent provided that the fees and expenses of such counsel shall be borne by the Indemnified Party. If the Indemnifying Party elects not to control or conduct the defense or prosecution of a Third Party Claim, the Indemnified Party shall have the full right to defend against such Third Party Claim and shall be unreasonably withheldentitled to settle or agree to pay in full such Third Party Claim and to recover any amounts paid plus all expenses incurred by the Indemnified Party (including attorneys’ fees) from the Indemnifying Party. The Indemnifying Party nevertheless shall have the right to participate in the defense or prosecution of such Third Party Claim and, conditioned or delayedat its own expense, unless to employ counsel of its own choosing for such settlement provides solely for monetary damages or other monetary paymentspurpose. (iiib) The Indemnified parties hereto shall cooperate in the defense or prosecution of any Third Party Claim, with such cooperation to include (i) the retention of and the provision to the Indemnifying Party shall cooperate fully with each other with respect of records and information that are reasonably relevant to such Third Party Claims and, regardless Claim and (ii) the making available of which party has control thereof as employees on a mutually convenient basis for providing additional information and explanation of any material provided for herein, shall keep each other reasonably advised with respect theretohereunder.

Third Party Claims. (ia) With If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Person in the Parent Group or the Lithium Group of any claim or of the commencement by any such Person of any Action with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 8.02 or Section 8.03, or any Third other Section of this Agreement (collectively, a “Third-Party ClaimsClaim”), such Indemnitee shall give such Indemnifying Party written notice thereof as promptly as practicable (and in any event within forty-five (45) days) after becoming aware of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee or other Person to give notice as provided in this Section 8.04(a) shall not relieve the related Indemnifying Party of its obligations under this Article VIII, except to the extent, and only to the extent, that such Indemnifying Party is materially prejudiced by such failure to give notice. (b) An Indemnifying Party may elect (but shall not be required) to defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel (which counsel shall be reasonably satisfactory to the Indemnitee), any Third-Party Claim; provided that the Indemnifying Party shall not be entitled to defend and shall pay the reasonable fees and expenses of one separate counsel for all Indemnitees if the claim for indemnification relates to or arises in connection with any criminal action, indictment or allegation. Within forty-five (45) days after the receipt of notice from an Indemnitee in accordance with Section 8.04(a) (or sooner, if the nature of such Third-Party Claim so requires), the Indemnifying Party shall have notify the right, at its expense and at its election, to assume control of the negotiation, settlement and defense of the Claim through counsel Indemnitee of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, election whether the Indemnifying Party will assume responsibility for defending such Third-Party Claim, which election shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumptionspecify any reservations or exceptions to its defense. The election of the After notice from an Indemnifying Party to assume such control shall be made within the latter an Indemnitee of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not its election to assume the defense of a Third-Party Claim, such control. If the Indemnifying Party elects to assume such control, the Indemnified Party Indemnitee shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim employ separate counsel and to retain counsel to act on its behalfparticipate in (but not control) the defense, compromise, or settlement thereof, but the fees and disbursements expenses of such counsel shall be paid by the Indemnified Party unless expense of such Indemnitee; provided, however, in the event that (i) the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having has elected to assume such control, thereafter fails to defend the Third defense of the Third-Party Claim within a reasonable period of timebut has specified, and continues to assert, any reservations or exceptions in such notice or (ii) the Third-Party Claim involves injunctive or equitable relief, then, in any such case, the Indemnified Party reasonable fees and expenses of one separate counsel for all Indemnitees shall be entitled to assume such control, and the Indemnifying Party shall be bound borne by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (iic) If an Indemnifying Party elects not to assume responsibility for defending a Third-Party Claim, or fails to notify an Indemnitee of its election as provided in Section 8.04(b), such Indemnitee may defend such Third-Party Claim at the cost and expense of the Indemnifying Party. Any legal fees and expenses incurred by the Indemnitee in connection with defending such claim shall be paid by the Indemnifying Party fails at the actual rates charged by counsel. (d) Unless the Indemnifying Party has failed to assume control the defense of the Third-Party Claim in accordance with the terms of this Agreement, no Indemnitee may settle or compromise any Third-Party Claim without the consent of the Indemnifying Party. If an Indemnifying Party has failed to assume the defense of the Third-Party Claim within the time period specified in clause (b) above, it shall not be a defense to any obligation to pay any amount in respect of such Third-Party Claim that the Indemnifying Party was not consulted in the defense thereof, that such Indemnifying Party’s views or opinions as to the conduct of such defense were not accepted or adopted, that such Indemnifying Party does not approve of the quality or manner of the defense of, thereof or having assumed that such control fails to defend, any Third Third-Party Claim was incurred by reason of a settlement rather than by a judgment or other determination of liability. (e) In the case of a Third-Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the no Indemnifying Party shall be responsible for paying consent to entry of any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether judgment or not the Indemnifying Party assumes control enter into any settlement of the negotiationThird-Party Claim without the consent of the Indemnitee if the effect thereof is (i) to permit any injunction, settlement declaratory judgment, other order or defense of other non-monetary relief to be entered, directly or indirectly, against any Third Party ClaimIndemnitee or (ii) to ascribe any fault on any Indemnitee in connection with such defense. (f) Notwithstanding the foregoing, the Indemnifying Party shall not settle any Third Party Claim not, without the prior written consent of the Indemnified PartyIndemnitee, settle or compromise any Third-Party Claim or consent to the entry of any judgment which consent shall does not be unreasonably withheld, conditioned include as an unconditional term thereof the delivery by the claimant or delayed, unless plaintiff to the Indemnitee of a written release from all Liability in respect of such settlement provides solely for monetary damages or other monetary paymentsThird-Party Claim. (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect thereto.

Third Party Claims. Promptly after receipt by any Purchaser Party (ieach, an “Indemnified Party”) With of notice of any demand, claim, or circumstances which would or might give rise to a claim or the commencement of any Action in respect of which indemnity may be sought pursuant to any Third Party ClaimsSection 4.7(a), the Indemnifying such Indemnified Party shall have promptly notify the rightCompany in writing and the Company may assume the defense thereof, at its expense including the employment of counsel reasonably satisfactory to such Indemnified Party, and at its election, to shall assume control the payment of the negotiation, settlement all fees and defense of the Claim through counsel of its choice reasonably acceptable to the other partyexpenses; provided, that it irrevocably agrees however, that the Claim failure of any Indemnified Party so to notify the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is covered actually and materially and adversely prejudiced by Section 8.1(b) or (c), as the case may besuch failure to notify. In any such eventAction, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the any Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalfown counsel, but the fees and disbursements expenses of such counsel shall be paid by at the expense of such Indemnified Party unless (i) the Company and the Indemnified Party unless the Indemnifying Party consents shall have mutually agreed to the retention of such counsel, (ii) the Company shall have failed promptly to assume the defense of such Action and to employ counsel or unless the named parties reasonably satisfactory to any action or proceeding include both the Indemnifying Party and the such Indemnified Party and a in such Action, or (iii) in the reasonable judgment of counsel to such Indemnified Party, representation of both the Indemnifying Party and the Indemnified Party parties by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Partythem; provided, having elected to assume such controlhowever, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Company shall not be liable for the fees and expenses of more than one separate firm of attorneys (plus local counsel, if reasonably necessary) at any time for each group of Affiliated Indemnified Party is required by applicable Law to make a payment to Parties. The Company shall not be liable for any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to Action effected without its written consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned. Without the prior written consent of the Indemnified Party, the Company shall not effect any settlement of any pending or threatened Action in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement provides solely for monetary damages or other monetary payments. (iii) The includes an unconditional release of such Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and, regardless from all liability arising out of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect theretosuch Action.

Third Party Claims. (i1) With If any third party shall notify either party (the “Indemnified Party”) with respect to any matter (a “Third Party ClaimsClaim”) which may give rise to a claim, for indemnification against the 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, right at its expense and at its election, any time to assume control of and thereafter conduct the negotiation, settlement and defense of the Third Party Claim through with counsel of its choice reasonably acceptable satisfactory to the other partyIndemnified Party; provided, however, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected will not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted with respect consent to the negotiation, entry of any judgment or enter into any settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before without the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability prior written consent of the Indemnified Party under (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 in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing and that would not otherwise adversely affect the Indemnified Party. Whether or not Notwithstanding the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claimforegoing, the Indemnifying Party shall not settle be entitled to assume the defense of any Third Party Claim (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 Party shall be entitled to assume the defense of the portion relating to money damages. (3) Unless and until the Indemnifying 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 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, which consent shall Indemnifying Party (not to be unreasonably withheld, conditioned withheld or delayed, unless such settlement provides solely for monetary damages or other monetary paymentsdelayed unreasonably. (iii4) The Indemnified party defending a Third Party Claim shall conduct the defense actively and the Indemnifying Party diligently, and all parties shall cooperate fully in the defense of such claim. Such cooperation shall include the provision and access to the defending party of documents, information, books and records reasonably requested by the defending party and material to such claim, and making available employees as may be reasonably requested by the party defending such claim and as shall be reasonably required In connection with each other with respect to Third Party Claims and, regardless the defense of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect theretosuch claim and litigation resulting there from.

Third Party Claims. (a) The Indemnifying Party shall 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 as provided under this Article 9; and provided, further that the Indemnifying Party 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) With 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 any the Third Party ClaimsClaim would be detrimental to the Indemnified Party’s reputation or future business prospects, (iii) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party, (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 conduct any such defense in good faith, with appropriate diligence and in the best interest of the Indemnified Party. All expenses 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) within thirty (30) days of the Indemnifying 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 not have the right, at its expense and at its election, right to assume the defense of such Claim. (c) If the Indemnifying Party shall assume the control of the negotiation, settlement and defense of any Third Party Claim in accordance with the Claim through counsel provisions of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered by this Section 8.1(b) or (c), as the case may be. In such event9.05, the Indemnifying Party shall reimburse obtain the prior written consent of the Indemnified Party for before entering into any settlement of such Third Party Claim if the settlement does not expressly unconditionally release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against, or any other adverse effect on, the Indemnified Party's reasonable out-of-pocket . (d) The Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and to employ separate counsel of its choice for such purpose. The fees and expenses as a result of such assumption. The election of separate counsel shall be borne by the Indemnified Party; provided that the Indemnifying Party shall pay the fees and expenses of such separate counsel (i) incurred by the Indemnified Party prior to assume such the date the Indemnifying Party assumes control shall be made within of the latter of 90 days of receipt of notice defense of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a (ii) if representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability create a conflict of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Partyinterest. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary payments. (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect thereto.

Third Party Claims. (i) With respect An Indemnified Party shall give written notice to the Indemnifying Party within 10 days after it has actual knowledge of commencement or assertion of any Third Party ClaimsClaim in respect of which the Indemnified Party may seek indemnification under Section 6.1. Such notice shall state the nature and basis of such Third Party Claim and the events and the amounts thereof to the extent known. Any failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that the Indemnifying Party may have to the Indemnified Party under this Article 6, except to the extent the failure to give such [***] Confidential Treatment Requested notice materially and adversely prejudices the Indemnifying Party. In case any such action, proceeding or claim is brought against an Indemnified Party, so long as it has acknowledged in writing to the Indemnified Party that it is liable for such Third Party Claim pursuant to this Section 6.3, the Indemnifying Party shall have be entitled to participate in and, unless in the right, at its expense reasonable judgment of the Indemnified Party a conflict of interests between it and at its electionthe Indemnifying Party may exist in respect of such Third Party Claim or such Third Party Claim entails a material risk of criminal penalties or civil fines or non monetary sanctions being imposed on the Indemnified Party or a risk of materially adversely affecting the Indemnified Party’s business (a “Third Party Penalty Claim”), to assume control of the negotiationdefense thereof, settlement with counsel selected by the Indemnifying Party and defense of reasonably satisfactory to the Claim through counsel Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of its choice reasonably acceptable election so to assume the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such eventdefense thereof, the Indemnifying Party shall reimburse not be liable to the Indemnified Party for all any legal or other expenses subsequently incurred by the Indemnified Party's latter in connection with the defense thereof other than reasonable out-of-pocket expenses as a result costs of investigation or defending such portion of such assumptionThird Party Penalty Claim; provided nothing contained herein shalt permit Clean Technologies to control or participate in any Tax contest or dispute involving Investor or any Affiliate of Investor, or permit Investor to control or participate in any Tax contest or dispute involving any Affiliate of Clean Technologies other than the Company and the Project Company; and, provided, further, the Parties agree that the handling of any Tax contests involving the Company will be governed by Section 7.7 of the Company LLC Agreement. The election of In the event that (i) the Indemnifying Party to assume such control shall be made advises an Indemnified Party that the Indemnifying Party will not contest a claim for indemnification hereunder, (ii) the Indemnifying Party fails, within the latter of 90 30 days of receipt of any indemnification notice to notify, in writing, such Indemnified Party of its election, to defend, settle or compromise, at its sole cost and expense, any such Third Party Claim (or discontinues its defense at any time after it commences such defense) or (iii) in the reasonable judgment of the Indemnified Party, a conflict of interests between it and the Indemnifying Party exists in respect of such Third Party Claim or thirty days after the indemnification obligation arisesaction or claim is a Third Party Penalty Claim, failing which then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim or Third Party Claim in each case, at the sole cost and expense of the Indemnifying Party. In any event, unless and until the Indemnifying Party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnifying Party shall be deemed liable for the Indemnified Party’s reasonable costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding. The Indemnified Party shall cooperate to have elected not the extent commercially reasonable with the indemnifying Party in connection with any negotiation or defense of any such action or claim by the Indemnifying Party. The Indemnifying Party shall keep the Indemnified Party fully apprised at all times as to assume such controlthe status of the defense or any settlement negotiations with respect thereto. If the Indemnifying Party elects to assume defend any such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Partyclaim, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense unless otherwise specified herein; provided that any such participation of the Indemnified Party shall be at the Indemnifying Party’s sole cost and expense to the extent such participation relates to a Third Party Penalty Claim. If the Indemnifying Party does not assume such controldefense, and the Indemnified Party shall keep the Indemnifying Party apprised at all times as to the status of the defense; provided, however, that the failure to keep the Indemnifying Party so informed shall not affect the obligations of the Indemnifying Party hereunder. The Indemnifying Party shall not be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect not unreasonably withhold, delay or condition any such consent. Notwithstanding anything in this Section 6.3 to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedingscontrary, the Indemnified Party may make such payment and the Indemnifying Party shallshall not, subject without the Indemnified Party’s prior written consent, (i) settle or compromise any claim or consent to the provisions entry of Section 8.1, Section 8.2 and Section 8.3, after demand judgment in respect thereof which involves any condition other than payment of money by the Indemnified Party, reimburse the (ii) settle or compromise any claim or consent to entry of judgment in respect thereof without first demonstrating to Indemnified Party for the ability to pay such payment. If the amount claim or judgment, or (iii) settle or compromise any claim or consent to entry of any liability of the Indemnified Party under the Third Party Claim judgment in respect of which such payment was madethereof that does not include, as finally determinedan unconditional term thereof, is less than the amount which was paid giving by the Indemnifying Party claimant or the plaintiff to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference a full and complete release from the Third Party, pay the amount all liability in respect of such difference to the Indemnifying Partyclaim. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary payments. (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect thereto.

Third Party Claims. (i) With respect to If any Third Party Claims, the Indemnifying Party shall have the right, at its expense and at its election, to assume control of the negotiation, settlement and defense of the Claim through counsel of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim Action is covered by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the instituted against an Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the a Third Party which involves or appears reasonably likely to involve an Indemnification Claim within hereunder (a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the “Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party”), the Indemnified Party shall, promptly after receipt of notice of any such Action, notify the difference Indemnifying Party in writing of the commencement thereof; provided, however, that the failure to so notify the Indemnifying Party of the commencement of any such Action will not relieve the Indemnifying Party from Liability in connection therewith except and to the Third Party, pay extent (and only to the amount of extent) that such difference to failure has materially prejudiced the Indemnifying Party.. Seller will have the right, in its sole discretion, to control the defense or settlement of such Third Party Claim, including the appointment by Seller of a recognized and reputable counsel reasonably acceptable to the Indemnified Party (if other than Seller) to be the lead counsel in connection with such defense. Notwithstanding the foregoing: (iia) If the Indemnifying Party fails if Seller elects to assume control of the defense of, or having assumed such control fails to defend, any settlement of a Third Party Claim, the Buyer Indemnified Party shall have or Buyer Indemnifying Party, as the exclusive right case may be, will be entitled to consent, settle participate in (but not control) the defense or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying settlement of any such Third Party Claim orand to employ counsel of its choice for such purpose; provided that, subject to Section 8.5(c), the fees and expenses of such separate counsel will be borne by such Buyer Indemnified Party or Buyer Indemnifying Party; (b) if paid by Seller elects not to control the Indemnified Party, reimbursing the Indemnified Party. Whether defense or not the Indemnifying Party assumes control settlement of the negotiation, settlement or defense of any a Third Party Claim, the Seller Indemnified Party or Seller Indemnifying Party, as the case may be, will be entitled to participate in the defense or settlement of any such Third Party Claim and to employ counsel of its choice for such purpose; provided that, subject to Section 8.5(c), the fees and expenses of such separate counsel will be borne by such Seller Indemnified Party or Seller Indemnifying Party; (c) an Indemnified Party that has not assumed control of the defense or settlement of a Third Party Claim will be entitled to reimbursement for the fees and expenses of one separate legal counsel of its choice if such Indemnified Party shall have one or more legal defenses available to it which are different from or in addition to those available to the Indemnifying Party shall controlling the defense or settlement of the Third Party Claim and counsel for such Indemnifying Party could not settle adequately represent the interests of such Indemnified Party; (d) Seller will not be entitled to assume control of, or continue to control if any of the following conditions is not satisfied at any time following Seller’s assumption of control, such defense or settlement (unless otherwise agreed to in writing by the applicable Buyer Indemnified Party) if (i) the claim for indemnification, compensation or reimbursement relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation against the applicable Buyer Indemnified Party; (ii) the claim primarily seeks an injunction or equitable or any other non-monetary relief against the applicable Buyer Indemnified Party; or (iii) Seller fails to prosecute or defend such claim; (e) if the Indemnifying Party controls the defense or settlement of any Third Party Claim without against a Indemnified Party, the Indemnifying Party shall obtain the prior written consent of the Indemnified PartyParty before entering into any settlement of or consenting to the entry of any judgment with respect to such claim, which consent shall will not unreasonably be unreasonably withheld, conditioned or delayed, unless (1) the terms of the proposed settlement or judgment include as an unconditional and with-prejudice term thereof the granting by the third party to any relevant Indemnified Party a release from all Liability in respect of such settlement provides solely for Third Party Claim; (2) there is (A) no finding or admission of any violation of Law by any Indemnified Party, and (B) no finding or admission of any violation of the rights of any Person by any Indemnified Party; and (3) the sole form of relief is monetary damages or other monetary payments.that shall be paid in full by the Indemnifying Party; and (iiif) The if the Indemnified Party and controls the defense or settlement of any Third Party Claim, (i) the Indemnifying Party shall cooperate fully with each other will be entitled to participate at its own cost in the defense or settlement of such Third Party Claim and to employ counsel of its choice for such purpose and to receive copies of all pleadings, notices and communications with respect to such Third Party Claims andClaim, regardless and (ii) the Indemnified Party shall obtain the prior written consent of which party has control thereof as provided for herein, shall keep each other reasonably advised the Indemnifying Party before entering into any settlement of or consenting to the entry of any judgment with respect thereto.to such Third Party Claim, which consent will not unreasonably be withheld, conditioned or delayed, unless (1) the terms of the proposed settlement or judgment include as an unconditional and with-prejudice term thereof the granting by the third party to any relevant Indemnifying Party a release from all Liability in respect of such Third Party Claim; (2) there is (A) no finding or admission of any violation of Law by any Indemnifying Party, and (B) no finding or admission of any violation of the rights of any Person by any Indemnifying Party; and (3) the sole form of relief is monetary damages that will be paid in full by the Indemnified Party; provided, however, that, without the consent of the Indemnifying Party, no settlement of any such Third Party Claim will be determinative of the existence of or amount of Losses relating to such matter or whether such Losses are indemnifiable hereunder

Third Party Claims. Promptly after receipt by any Indemnitee or Company Indemnitee (iin either case, an “Indemnified Party”) With of notice of any demand, claim, or circumstances from a third party which would or might give rise to a claim or the commencement of any action in respect of which indemnity may be sought pursuant to any Section 9(k)(i) (a “Third Party ClaimsClaim”), such Indemnified Party shall promptly notify the Buyer or the Company (as applicable, the “Indemnifying Party”) in writing describing such Indemnified Liabilities or Company Indemnified Liabilities, as applicable (the “Indemnified Loss”), including the amount thereof, if known, in such detail as is reasonably practicable and the Indemnifying Party shall have sixty (60) calendar days after receipt of such notice to notify the right, at its expense and at its election, Indemnified Party that it elects to assume control the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the negotiation, settlement payment of all fees and defense of the Claim through counsel of its choice reasonably acceptable to the other partyexpenses; provided, that it irrevocably agrees however, that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, failure of any Indemnified Party so to notify the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of not relieve the Indemnifying Party of its obligations hereunder except to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which extent that the Indemnifying Party shall be deemed is actually and materially and adversely prejudiced by such failure to have elected not to assume notify. In any such control. If the Indemnifying Party elects to assume such controlaction, the any Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalfown counsel, but the fees and disbursements expenses of such counsel shall be paid by at the expense of such Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both (I) the Indemnifying Party and the Indemnified Party and a shall have mutually agreed to the retention of such counsel, (II) the Indemnifying Party shall have failed to assume the defense of such action within such sixty (60) calendar day period, or (III) in the reasonable judgment of counsel to such Indemnified Party, representation of both the Indemnifying Party and the Indemnified Party parties by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses)them. If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the The Indemnifying Party shall not settle be liable for any Third Party Claim settlement of any action effected without the its written consent of the Indemnified Partyconsent, which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned. Without the prior written consent of the Indemnified Party, the Indemnifying Party shall not affect any settlement of any pending or threatened action in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement provides solely for monetary damages or other monetary payments. (iii) The includes an unconditional release of such Indemnified Party from all liability arising out of such action and such settlement shall not include any admission as to fault on the Indemnifying Party part of the Indemnified Party. For the avoidance of doubt, the obligations of the Indemnitees and Company Indemnitees contained in this Section 9(k)(ii) shall cooperate fully with each other with respect apply to Third Party Claims andonly, regardless of which party has control thereof as provided for herein, and shall keep each other reasonably advised with respect theretonot apply to direct claims by or between an Indemnitee and the Company.

Third Party Claims. (ia) With If the Indemnified Party receives notice of the assertion by a Third Party Claim with respect to any Third Party Claims, which the Indemnifying Party is or may be obligated to provide indemnification, the Indemnified Party shall have the right, at its expense and at its election, to assume control of the negotiation, settlement and defense of the Claim through counsel of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, promptly notify the Indemnifying Party in writing (the "Claim Notice") of the Claim; provided that the failure to provide such notice shall reimburse not relieve or otherwise affect the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election obligation of the Indemnifying Party to assume provide indemnification hereunder, except to the extent that any Damages directly resulted from or were caused by such control failure. (b) The Indemnifying Party shall be made within the latter of 90 have thirty days of after receipt of notice 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 shall cooperate with the Indemnifying Party in connection therewith; provided, that (i) the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party, provided that the fees and expenses of such counsel shall not be borne by the Indemnifying Party and shall not be included in any Damages claimed hereunder and (ii) the Indemnifying Party shall not settle any Third Party Claim, except a Claim solely for monetary Damages, without the Indemnified Party's consent. So long as the Indemnifying Party is vigorously contesting any such Third Party Claim in good faith, the Indemnified Party shall not pay or settle such claim without the Indemnifying Party consent, which consent shall not be unreasonably withheld. (c) If the Indemnifying Party does not notify the Indemnified Party within thirty days after receipt of the Claim Notice that it elects to undertake the defense of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such controldescribed therein, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiationcontest, settlement settle or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under compromise the Third Party Claim in respect the exercise of which such payment was madeits reasonable discretion, as finally determined, is less than on behalf of and for the amount which was paid by the Indemnifying Party to account and risk of the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, ; provided that the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case notify the Indemnifying Party shall be responsible for paying of any compromise or settlement of any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the . (d) The Indemnifying Party shall not settle be entitled to assume the defense for any Third Party Claim without (and shall be liable for the written consent 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 Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary paymentsBusiness. (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect thereto.

Third Party Claims. If an Indemnitee shall receive notice of any action, audit, demand or assessment (i) With respect to any each, a “Third Party ClaimsClaim”) against it or which may give rise to a claim for Loss under this Section 9, within [****] days of the receipt of such notice, the Indemnitee shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Section 9 except to the extent that the Indemnifying Party is materially prejudiced by such failure. Subject to the following sentence, the Indemnifying Party shall have the right, at its expense and at its election, to may assume control of the negotiation, settlement and defense of any Third Party Claim provided that (i) the Claim through counsel Indemnifying Party shall (within [****] business days of its choice reasonably acceptable notice from Indemnitee) deliver to the other partyIndemnitee an unconditional written agreement to defend, and satisfy if the defense is unsuccessful, such Third Party Claim at the Indemnifying Party’s sole cost and expense and (ii) the Indemnifying Party provides adequate assurances that it is financially capable for providing indemnification for such Third Party Claim; provided, that it irrevocably agrees that the Claim is covered however, in any defense assumed by Section 8.1(b) or (c), as the case may be. In such eventit, the Indemnifying Party will promptly engage qualified reputable attorneys, who shall reimburse be subject to the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election approval of the Indemnifying Party Indemnitee; and provided, further, if at any time the Indemnitee determines that it is in its best interests to assume such and control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses defense of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of timeClaim, the Indemnified Party Indemnitee shall be entitled to assume and control such controldefense (without limiting the Indemnifying Party’s other indemnification obligations hereunder). Notwithstanding the foregoing, if there exists a conflict of interest that would make it inappropriate for the same counsel to represent both the Indemnitee and the Indemnifying Party as determined in the reasonable judgment of the Indemnitee, then the Indemnitee shall be bound by entitled to retain its own counsel in each jurisdiction for which the results obtained by Indemnitee determines counsel is required, at the Indemnified expense of the Indemnifying Party. In the event that the Indemnifying Party with respect exercises the right to the Third Party Claim. If undertake any such defense against any such Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedingsas provided above, the Indemnified Party may make such payment and Indemnitee shall cooperate with the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 in such defense and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference make available to the Indemnifying Party. (ii) If , at the Indemnifying Party fails to assume Party’s expense, all witnesses, pertinent records, materials and information in the Indemnitee’s possession or under the Indemnitee’s control of relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnitee is, directly or indirectly, conducting the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying against any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not settle any cooperate with the Indemnitee in such defense and make available to the Indemnitee, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in its possession or under its control relating thereto as is reasonably required by the Indemnitee. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party, which consent shall Indemnitee unless the settlement contains a full and complete release of the Indemnitee and does not be unreasonably withheld, conditioned impose any equitable relief or delayed, unless such settlement provides solely for monetary damages any other restriction or other monetary paymentscondition on any of them. (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect thereto.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any action, suit, claim or other legal proceeding made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a representative of the foregoing (ia “Third Party Claim”) With against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, 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 forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnified Party shall provide to the Indemnifying Party as promptly as practicable thereafter such information and documentation as may be reasonably requested by the Indemnifying Party to support and verify the claim asserted. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claims, Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.3(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right, at its expense own cost and at its electionexpense, to assume control of participate in the negotiation, settlement and defense of the Claim through counsel of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the any Third Party Claim or thirty days after the indemnification obligation arises, failing which with counsel selected by it subject to the Indemnifying Party shall be deemed Party's right to have elected not to assume such controlcontrol the defense thereof. If the Indemnifying Party elects not to assume compromise or defend such controlThird Party Claim or fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, the Indemnified Party shall have the right may, subject to be informed and consulted with respect to the negotiationSection 8.3(b), settlement or defenses of pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment The Sellers and the Indemnifying Party shall, subject to Purchaser shall cooperate with each other in all reasonable respects in connection with the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not settle any including making available records relating to such Third Party Claim and furnishing, without the written consent expense (other than reimbursement of actual out-of-pocket expenses of the Indemnified Party) to the defending Party, which consent shall not management employees of the non-defending Party as may be unreasonably withheld, conditioned or delayed, unless reasonably necessary for the preparation of the defense of such settlement provides solely for monetary damages or other monetary payments. (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect theretoClaim.

Third Party Claims. (i) With respect An Indemnified Party shall give written notice to the Indemnifying Party within 10 days after it has actual knowledge of commencement or assertion of any Third Party ClaimsClaim in respect of which the Indemnified Party may seek indemnification under Section 9.10. Such notice shall state the nature and basis of such Third Party Claim and the events and the amounts thereof to the extent known. Any failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that the Indemnifying Party may have to the Indemnified Party under this Article IX, except to the extent the failure to give such notice materially and adversely prejudices the Indemnifying Party. In case any such action, proceeding or claim is brought against an Indemnified Party, so long as it has acknowledged in writing to the Indemnified Party that it is liable for such Third Party Claim pursuant to this Section 9.13, the Indemnifying Party shall have be entitled to participate in and, unless in the right, at its expense reasonable judgment of the Indemnified Party a conflict of interests between it and at its electionthe Indemnifying Party may exist in respect of such Third Party Claim or such Third Party Claim entails a material risk of criminal penalties or civil fines or non-monetary sanctions being imposed on the Indemnified Party or a risk of materially adversely affecting the Indemnified Party’s business (a “Third Party Penalty Claim”), to assume control of the negotiationdefense thereof, settlement with counsel selected by the Indemnifying Party and defense of reasonably satisfactory to the Claim through counsel Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of its choice reasonably acceptable election so to assume the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such eventdefense thereof, the Indemnifying Party shall reimburse not be liable to the Indemnified Party for all any legal or other expenses subsequently incurred by the Indemnified Party's reasonable out-of-pocket expenses as latter in connection with the defense thereof; provided nothing contained herein shall permit the Class A Member to control or participate in any Tax contest or dispute involving a result Class A Member or any Affiliate of such assumptiona Class A Member, or permit a Class B Member to control or participate in any Tax contest or dispute involving any Affiliate of the Class B Member; and; provided, further, the Parties agree that the handling of any Tax contests involving the Company will be governed by Section 7.7. The election of In the event that (i) the Indemnifying Party to assume such control shall be made advises an Indemnified Party that the Indemnifying Party will not contest a claim for indemnification hereunder, (ii) the Indemnifying Party fails, within the latter of 90 30 days of receipt of any indemnification notice to notify, in writing, such Indemnified Party of its election, to defend, settle or compromise, at its sole cost and expense, any such Third Party Claim (or discontinues its defense at any time after it commences such defense) or (iii) in the reasonable judgment of the Indemnified Party, a conflict of interests between it and the Indemnifying Party exists in respect of such Third Party Claim or thirty days after the indemnification obligation arisesaction or claim is a Third Party Penalty Claim, failing which then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim or Third Party Claim in each case, at the sole cost and expense of the Indemnifying Party. In any event, unless and until the Indemnifying Party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnifying Party shall be deemed liable for the Indemnified Party’s reasonable costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding. The Indemnified Party shall cooperate to have elected not the extent commercially reasonable with the Indemnifying Party in connection with any negotiation or defense of any such action or claim by the Indemnifying Party. The Indemnifying Party shall keep the Indemnified Party fully apprised at all times as to assume such controlthe status of the defense or any settlement negotiations with respect thereto. If the Indemnifying Party elects to assume defend any such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Partyclaim, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense unless otherwise specified herein; provided that any such participation of the Indemnified Party shall be at the Indemnifying Party’s sole cost and expense to the extent such participation relates to a Third Party Penalty Claim. If the Indemnifying Party does not assume such controldefense, and the Indemnified Party shall keep the Indemnifying Party apprised at all times as to the status of the defense; provided, however, that the failure to keep the Indemnifying Party so informed shall not affect the obligations of the Indemnifying Party hereunder. The Indemnifying Party shall not be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect not unreasonably withhold, delay or condition any such consent. Notwithstanding anything in this Section 9.13 to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedingscontrary, the Indemnified Party may make such payment and the Indemnifying Party shallshall not, subject without the Indemnified Party’s prior written consent, (i) settle or compromise any claim or consent to the provisions entry of Section 8.1, Section 8.2 and Section 8.3, after demand judgment in respect thereof which involves any condition other than payment of money by the Indemnified Party, reimburse the (ii) settle or compromise any claim or consent to entry of judgment in respect thereof without first demonstrating to Indemnified Party for the ability to pay such payment. If the amount claim or judgment, or (iii) settle or compromise any claim or consent to entry of any liability of the Indemnified Party under the Third Party Claim judgment in respect of which such payment was madethereof that does not include, as finally determinedan unconditional term thereof, is less than the amount which was paid giving by the Indemnifying Party claimant or the plaintiff to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference a full and complete release from the Third Party, pay the amount all liability in respect of such difference to the Indemnifying Partyclaim. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary payments. (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect thereto.

Third Party Claims. (i) With respect An Indemnified Party shall give written notice to the Indemnifying Party promptly after it has actual knowledge of commencement or assertion of any Third Party ClaimsClaim in respect of which the Indemnified Party may seek indemnification under Section 7.1. Such notice shall state the nature and basis of such Third Party Claim and the events and the amounts thereof to the extent known. Any failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that the Indemnifying Party may have to the Indemnified Party under this Article 7, except to the extent the failure to give such notice materially and adversely prejudices the Indemnifying Party. In case any such action, proceeding or claim is brought against an Indemnified Party, so long as it has acknowledged in writing to the Indemnified Party that it is liable for such Third Party Claim pursuant to this Section 7.3, the Indemnifying Party shall have be entitled to participate in and, unless in the right, at its expense reasonable judgment of the Indemnified Party a conflict of interests between it and at its electionthe Indemnifying Party may exist in respect of such Third Party Claim or such Third Party Claim is a Third Party Penalty Claim, to assume control of the negotiationdefense thereof, settlement with counsel selected by the Indemnifying Party and defense of reasonably satisfactory to the Claim through counsel Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of its choice reasonably acceptable election so to assume the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such eventdefense thereof, the Indemnifying Party shall reimburse not be liable to the Indemnified Party for all any legal or other expenses subsequently incurred by the Indemnified Party's latter in connection with the defense thereof other than reasonable out-of-pocket expenses as a result costs of investigation or defending such portion of such assumptionThird Party Penalty Claim; provided nothing contained herein shall permit Southern to control or participate in any Tax contest or dispute involving AGM or any Affiliate of AGM, or permit AGM to control or participate in any Tax contest or dispute involving Southern or any Affiliate of Southern other than the Company; and, provided, further, the Parties agree that the handling of any Tax contests involving the Company will be DM_US 164459497-11.107145.0012 governed by Section 7.7 of the LLC Agreement. The election of In the event that (i) the Indemnifying Party to assume such control shall be made advises an Indemnified Party that the Indemnifying Party will not contest a claim for indemnification hereunder, (ii) the Indemnifying Party fails, within the latter of 90 thirty (30) days of receipt of any indemnification notice to notify, in writing, such Indemnified Party of its election, to defend, settle or compromise, at its sole cost and expense, any such Third Party Claim (or discontinues its defense at any time after it commences such defense) or (iii) in the reasonable judgment of the Indemnified Party, a conflict of interests between it and the Indemnifying Party exists in respect of such Third Party Claim or thirty days after the indemnification obligation arisesaction or claim is a Third Party Penalty Claim, failing which then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim or Third Party Claim in each case, at the sole cost and expense of the Indemnifying Party. In any event, unless and until the Indemnifying Party elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnifying Party shall be deemed liable for the Indemnified Party’s reasonable costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding. The Indemnified Party shall cooperate to have elected not the extent commercially reasonable with the Indemnifying Party in connection with any negotiation or defense of any such action or claim by the Indemnifying Party. The Indemnifying Party shall keep the Indemnified Party fully apprised at all times as to assume such controlthe status of the defense or any settlement negotiations with respect thereto. If the Indemnifying Party elects to assume defend any such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Partyclaim, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense unless otherwise specified herein; provided that any such participation of the Indemnified Party shall be at the Indemnifying Party’s sole cost and expense to the extent such participation relates to a Third Party Penalty Claim. If the Indemnifying Party does not assume such controldefense, and the Indemnified Party shall keep the Indemnifying Party apprised at all times as to the status of the defense; provided, however, that the failure to keep the Indemnifying Party so informed shall not affect the obligations of the Indemnifying Party hereunder. The Indemnifying Party shall not be liable for any settlement of any action, claim or proceeding effected without its written consent; provided, however, that the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect not unreasonably withhold, delay or condition any such consent. Notwithstanding anything in this Section 7.3 to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedingscontrary, the Indemnified Party may make such payment and the Indemnifying Party shallshall not, subject without the Indemnified Party’s prior written consent, (x) settle or compromise any claim or consent to the provisions entry of Section 8.1, Section 8.2 and Section 8.3, after demand judgment in respect thereof which involves any condition other than payment of money by the Indemnified Party, reimburse (y) settle or compromise any claim or consent to entry of judgment in respect thereof without first demonstrating to the Indemnified Party for the ability to pay such payment. If the amount claim or judgment, or (z) settle or compromise any claim or consent to entry of any liability of the Indemnified Party under the Third Party Claim judgment in respect of which such payment was madethereof that does not include, as finally determinedan unconditional term thereof, is less than the amount which was paid giving by the Indemnifying Party claimant or the plaintiff to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference a full and complete release from the Third Party, pay the amount all liability in respect of such difference to the Indemnifying Partyclaim. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary payments. (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect thereto.

Third Party Claims. (i) With The rights of indemnification under this Section 16 with respect to any Third Party ClaimsClaim shall be subject to the following terms and conditions: (i) The indemnifying party, the Indemnifying Party at its expense, shall have the rightsole and exclusive right to pay, compromise, settle or otherwise dispose of any Third Party Claim. Unless the indemnified party otherwise agrees, however, no such settlement shall limit, restrict or otherwise adversely affect the right of the indemnified party to carry on or conduct its business (then or in the future), or require any payment to be made by the indemnified party (except as may be paid or reimbursed by the indemnifying party). In addition, no settlement shall be entered into which does not include the delivery by the Third Party of a full and final release of the indemnified party from all liability in respect of such Third Party Claim. (ii) The indemnifying party, at its expense expense, shall be entitled to participate in and at its electionto the extent it wishes, to assume control direct the defense, including the selection of the negotiation, settlement and defense of the Claim through counsel of its choice reasonably acceptable satisfactory to the other indemnified party; provided, that it irrevocably agrees that of any such Third Party Claim. The indemnified party shall cooperate in all reasonable respects with the Claim is covered by Section 8.1(b) or (c)indemnifying party and such counsel in the investigation, as the case may be. In such eventdiscovery and pre-trial phases, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result trial and appeal of such assumptionThird Party Claim. The election of the Indemnifying Party to assume such control indemnified party shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall at all times have the right to be informed and consulted with respect to participate in the negotiation, settlement or defenses defense of such any Third Party Claim and to retain counsel to act on employ its behalfown counsel, but the fees and disbursements expenses of such counsel shall be paid by the Indemnified Party indemnified party's own expense unless the Indemnifying Party consents to the retention employment of such counsel shall have been authorized by the indemnifying party in connection with the defense of any such Third Party Claim, or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such so long as the availability indemnifying party shall not have employed counsel to have charge of different defenses). If the Indemnifying Party, having elected to assume defense of any such control, thereafter fails to defend the Third Party Claim within a reasonable period after notice thereof, in neither of time, the Indemnified Party which events such fees and expenses shall be entitled to assume such control, and the Indemnifying Party shall be bound borne by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary paymentsindemnifying party. (iii) The Indemnified Party and Notwithstanding anything in this Section 16(d) to the Indemnifying Party shall cooperate fully with each other with respect to contrary, if there is a reasonable probability that any Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect thereto.Claim may materially and adversely affect

Third Party Claims. (i) With Any obligation to provide indemnification hereunder with respect to any Claim against any Indemnified Party or Newco by any Person who is not a party to this Agreement (a “Third Party ClaimsClaim”), shall be subject to the Indemnifying following terms and conditions: (a) Upon receipt of a Claim Notice in respect of any Third Party Claim, Newco shall have the right, at its cost and expense assume and at its electioncontrol the defense, to assume control of the negotiationcompromise, settlement and defense investigation of the Claim through such Third Party Claim, and to employ and engage counsel of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election each of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, and the Indemnified Party shall have the right to be informed and consulted with respect to the negotiationParty; provided, settlement or defenses however, that (i) each of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party may, at its option, participate in such defense, compromise, settlement and a representation investigation at their respective sole cost and expense, and (ii) if the Indemnifying Party does not Control Newco, the Indemnifying Party may, at its option, participate in such defense, compromise, settlement and investigation, with its reasonable out-of-pocket costs and expenses to be promptly reimbursed by Newco (including reasonable attorneys’ fees). (b) Each of both the Indemnifying Party and the Indemnified Party shall provide reasonable cooperation to Newco as shall be reasonably requested by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend Newco in connection with the Third Party Claim within a reasonable period (at Newco’s sole cost and expense). Newco shall keep each of time, the Indemnifying Party and the Indemnified Party reasonably informed of the progress of the defense of any such Third Party Claim and shall be entitled respond to assume such control, and reasonable inquiries of each of the Indemnifying Party shall be bound by the results obtained by and the Indemnified Party with respect to regarding the same and shall diligently pursue the defense of the Third Party Claim. If Newco fails to undertake the defense and investigation of any such Third Party Claim is of a nature such that as provided in Section 11.5(a), then (x) Regis shall have the Indemnified Party is required by applicable Law right to make a payment to any Person (a "Third Party") with respect to undertake the Third Party Claim before the completion of defense, compromise, settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount investigation of such difference to Indemnity Claim on behalf of the Indemnifying Party. (ii) If , and at the Indemnifying Party fails to assume control cost and expense of Newco, and for the defense account and risk of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary payments. (iiiy) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third the Indemnified Party Claims andin such efforts, regardless of which party has control thereof as provided for herein, and (z) the Indemnified Party shall keep each other the Indemnifying Party reasonably advised with respect theretoinformed of the progress of the defense of any such Indemnity Claim.

Third Party Claims. (i) With respect to In the event any Third Party Claimsclaim, the Indemnifying Party shall have the rightdemand, at its expense and at its election, to assume control of the negotiation, settlement and defense of the Claim through counsel of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim complaint or Action is covered instituted by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the a third party against an Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as which involves or appears reasonably likely to involve an Indemnification Claim hereunder (a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the “Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party”), the Indemnified Party shall, promptly after receipt of notice of any such Third Party Claim, notify the difference from Indemnifying Party of the commencement thereof; provided, however, that the failure to so notify the Indemnifying Party of the commencement of any such Third Party, pay Party Claim shall not affect the amount rights of the Indemnified Party except to the extent that such difference to failure actually prejudices the Indemnifying Party. (ii) If . Upon receipt of such notice, the Indemnifying Party fails shall have the right, in its sole discretion, to control the defense or settlement of such Third Party Claim and may elect to retain counsel of its choice, reasonably acceptable to the relevant Indemnified Parties, to represent such Indemnified Parties in connection with such Third Party Claim and shall pay the fees, charges and disbursements of such counsel. Notwithstanding the foregoing provisions of this Section 12.5: (a) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided that the fees and expenses of such separate counsel shall be borne by the Indemnified Party (other than any reasonable fees and expenses of such separate counsel that are incurred prior to the date the Indemnifying Party effectively assumes control of such defense which, notwithstanding the foregoing, shall be borne by the Indemnifying Party, and except that the Indemnifying Party shall pay all of the reasonable fees and expenses of such separate counsel if the Indemnified Party has been advised by counsel that a reasonable likelihood exists of an actual and material conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim), and the Indemnified Parties and their counsel shall cooperate with the Indemnifying Party’s counsel in connection with such Third Party Claim; (b) the Indemnifying Party shall not be entitled to assume control of the defense of, or having assumed such control fails to defend, of any Third Party Claim, Claim (unless otherwise agreed to in writing by the Indemnified Party) and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party shall have if: (i) the exclusive right claim for indemnification relates to consentor arises in connection with any criminal proceeding, settle action, indictment, allegation or pay investigation; (ii) the claim seeks an injunction or equitable relief against the Indemnified Party; or (iii) the amount claimed, in which case of Losses reasonably estimated to be incurred pursuant to such Third Party Claim (when combined with all other outstanding claims for indemnification and any amount previously paid by the Indemnifying Party that applies toward the applicable cap under Section 12.3 (if any) would exceed the applicable cap contemplated by Section 12.3 (if any)); provided that the Indemnifying Party shall be responsible for paying entitled to participate in (but not control) the defense of such Third Party Claim (and any and all settlement discussions related to such Claim orThird Party Claim) and to employ, if paid by the Indemnified Partyat its sole expense, reimbursing the Indemnified Party. Whether or not separate counsel of its choice to advise the Indemnifying Party assumes for such purpose; (c) if the Indemnifying Party shall control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall may not settle any Third Party Claim or otherwise resolve such claim or cease to defend such claim without the prior written consent of the Indemnified Party, Party (which consent shall not be unreasonably withheld, conditioned or delayed, ) unless (i) prior to the Indemnifying Party entering into such settlement provides solely for monetary damages or other monetary payments. (iii) The ceasing to defend such claim, the Indemnifying Party first verifies to the Indemnified Party in writing that the Indemnifying Party shall be responsible for all Liabilities and obligations relating to such Third Party Claim, (ii) such settlement or cessation involves, with respect to the Indemnified Party, only the payment of a lump sum amount of money and the Indemnifying Party shall cooperate fully with each other pays such lump sum amount of money when due, and (iii) such settlement expressly and unconditionally releases the Indemnified Party from all Liabilities with respect to such claim; (d) in the event the Indemnified Party controls the defense of any Third Party Claims Claim, it shall request the prior written consent of the Indemnifying Party before entering into any settlement of such claim or ceasing to defend such claim. Under no circumstances will the Indemnifying Party have any liability in connection with any settlement of any Third Party Claim that is entered into by the Indemnified Party without its prior written consent (which shall not be unreasonably withheld, conditioned or delayed); (e) from and after the delivery of a notice of a Third Party Claim, at the reasonable request of the Indemnifying Party, each Indemnified Party shall grant the Indemnifying Party and its employees, counsel, experts and representatives reasonable access, during normal business hours, to the books, records, personnel and properties of the Indemnified Party to the extent reasonably related to the Third Party Claim at no cost to the Indemnifying Party (other than for reasonable out-of-pocket expenses of the Indemnified Parties); provided that the Indemnifying Party shall take reasonable precautions so as not to jeopardize any privilege reasonably available to an Indemnified Party in respect of any of its records; and, regardless of which party has control thereof as provided for herein, (f) procedures relating to Tax Proceedings shall keep each other reasonably advised with respect theretobe governed solely by Section X and not by this section.

Third Party Claims. (i) With Promptly after receipt by any Indemnified Party of notice of the commencement of any action by a third party in respect of which the Indemnified Party would be entitled to any indemnification under ARTICLE IX (a "Third Party ClaimsClaim"), the Indemnifying Indemnified Party shall have notify the rightRepresentative in writing (an "Indemnification Notice"), at its expense and at its electionwho shall in turn notify each person that is obligated to provide such indemnification (an "Indemnifying Party") thereof in writing, but any failure to assume control of so notify the negotiation, settlement and defense of Representative or the Claim through counsel of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c)Indemnifying Party, as the case may be. In such event, shall not relieve the Indemnifying Party shall reimburse from any liability that it may have to the Indemnified Party for all other than, in the case of a failure to notify the Representative, to the extent the Indemnifying Party is materially prejudiced thereby or such Indemnification Notice is not delivered by the Indemnified Party to the Representative within twelve (12) months following the Closing Date as required by Section 9.2(i). Such notification shall include a description in reasonable detail (to the extent known by the Indemnified Party's reasonable out-of-pocket expenses as a result ) of the facts constituting the basis for such assumption. Third Party Claim and the amount of the Damages claimed. (ii) The election Representative shall, for and on behalf of the Indemnifying Party Party, have the right to assume control of the defense of the Indemnified Party against the Third Party Claim with counsel reasonably satisfactory to such control shall be made within Indemnified Party or, if the latter Representative does not assume such defense, to participate in the defense of 90 days of receipt of notice such Third Party Claim. (iii) So long as the Representative is conducting the defense of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, (A) the Indemnified Party shall have be entitled to participate in the right to be informed and consulted with respect to the negotiation, settlement or defenses defense of such Third Party Claim and to retain employ counsel at its own cost and expense (which cost and expense shall not constitute Damages) to act on its behalf, but assist in the fees and disbursements handling of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of timeClaim; provided, the however, that such Indemnified Party shall be entitled to assume participate in any such control, and defense with separate counsel at the expense of the Indemnifying Party shall be bound if (x) so requested by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is Representative on behalf of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse to participate or (y) in the Indemnified Party for such payment. If the amount reasonable opinion of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party shall, promptly after receipt and the Indemnifying Party that would make such separate representation advisable and (B) the Representative shall not consent to the entry of any Judgment or enter into any settlement that subjects the difference Indemnified Party to any injunctive relief or other equitable remedy or does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from the Third Party, pay the amount all liability in respect of such difference to Third Party Claim, unless with the Indemnifying consent of each Indemnified Party. (iiiv) If Notwithstanding the foregoing, if with respect to a Third Party Claim, (A) such Third Party Claim seeks equitable relief that would materially adversely affect the ongoing business of any of the Indemnified Parties (including its relationships with current or potential customers, suppliers or other parties material to the conduct of its business) if such Third Party Claim is decided against any of the Indemnified Parties, (B) the Representative, on behalf of the Indemnifying Party, does not provide the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Representative, on behalf of the Indemnifying Party, will have adequate financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) such Third Party Claim relates to or otherwise arises in connection with Intellectual Property or any criminal or regulatory enforcement Action, (D) the Representative, on behalf of the Indemnifying Party, does not actively and diligently conduct the defense of the Third Party Claim, (E) the Indemnified Party has been advised by counsel that (x) there are one or more legal or equitable defenses available to it with a reasonable prospect of success which are not available to the Representative or the Indemnifying Party fails or (y) there exists a reasonable likelihood of a conflict of interest between the Indemnified Party and the Representative or the Indemnifying Party; (F) the Third Party Claim could reasonably be expected to give rise to Damages which are more than two times (2x) the aggregate amount remaining to be indemnified under the Escrow Amount after giving effect to all other claims paid or pending claims pursuant to Section 9.1, (G) the Third Party Claim relates to or arises in connection with any criminal proceeding, indictment, allegation or investigation of the Indemnified Party, then, in any such case, the Indemnified Parties shall be entitled to assume control of the defense ofof such Third Party Claim, including the right to contest and defend such Third Party Claim in the first instance and to settle such Third Party Claim with the consent of the Representative, on behalf of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or having assumed delayed. If the Indemnified Parties do not contest and defend such control fails to defend, any Third Party Claim, the Indemnified Party Representative, on behalf of the Indemnifying Party, shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any contest and defend such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without and to settle such Third Party Claim with the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless subject to Section 9.5(a)(ii). If the Indemnified Parties shall have exercised the right to contest, defend and settle any such settlement provides solely for monetary damages or other monetary paymentsThird Party Claim instead of the Representative, by reason of the foregoing provisions of this Section 9.5(a)(iv), the Representative, on behalf of the Indemnifying Party, shall be entitled, at the cost and expense of the Indemnifying Party, to participate in the defense of such Third Party Claim and to employ counsel. (iiiv) The If for any reason the Representative does not assume and conduct the defense of the Third Party Claim on behalf of the Indemnifying Party, the Indemnified Party shall have the right to defend such Third Party Claim at the cost and expense of the Indemnifying Party, and the Indemnifying Party will promptly reimburse the Indemnified Party therefor in accordance with this Section 9.5(a), subject to the limitations set forth herein. (vi) The reimbursement of fees, costs and expenses incurred by the Indemnified Party as required by this Section 9.5(a) shall cooperate fully with each other with respect to be made from the Escrow Fund by periodic payments during the course of the investigations or defense, as and when bills are received or expenses incurred. (vii) The party controlling the defense of the Third Party Claims and, regardless of which party has control thereof as provided for herein, Claim shall keep each the other reasonably party advised of the status of such Third Party Claim and the defense thereof and shall consider recommendations made by the other party with respect thereto.

Third Party Claims. In the event that any Legal Proceedings shall be instituted or any claim or demand shall be asserted by any third party in respect of which indemnification may be sought under Section 10.2 or 10.3 (iregardless of the limitations set forth in Section 10.5) With respect to any (“Third Party ClaimsClaim”), the Indemnified Party shall promptly give written notice of the assertion of the Third Party Claim to the Indemnifying Party; provided, however, that failure of the Indemnified Party to so notify the Indemnifying Party shall not release, waive or otherwise affect the Indemnifying Party’s obligations with respect thereto, except to the extent that the Indemnifying Party can demonstrate actual Losses as a result of such failure. Subject to the provisions of this Section 10.4, the Indemnifying Party shall have the right, at its expense and at its electionsole expense, to assume control be represented by counsel of its choice, which must be reasonably satisfactory to the Indemnified Party, and to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any Losses indemnified against by it hereunder; provided that, in order to defend against, negotiate, settle or otherwise deal with any such Third Party Claim, the Indemnifying Party must first acknowledge in writing to the Indemnified Party its unqualified obligation to indemnify the Indemnified Party as provided hereunder and provide to the Indemnified Party reasonable evidence that the Indemnifying Party has reasonably sufficient financial resources to enable it to fulfill its obligations under this Article X. Notwithstanding the preceding sentence, the Indemnifying Party shall not have the right to defend against, negotiate, settle or otherwise deal with any Third Party Claim (i) if the Indemnified Party reasonably and in good faith believes that the Third Party Claim would reasonably be likely to be materially detrimental to the reputation, customer or supplier relations or future business prospects of the negotiationIndemnified Party or any of its Affiliates, settlement (ii) unless the Third Party Claim is solely for monetary damages (except where any non-monetary relief being sought is merely incidental to a primary claim for monetary damages), (iii) if the Third Party Claim involves criminal allegations, or (iv) if the Indemnifying Party fails to prosecute or defend, actively and diligently, the Third Party Claim. If the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Third Party Claim, it shall within five Business Days of the Indemnified Party’s written notice of the assertion of such Third Party Claim (or sooner if the nature of the Third Party Claim so requires) notify the Indemnified Party of its intent to do so; provided that the Indemnifying Party must conduct its defense of the Third Party Claim through counsel actively and diligently thereafter in order to preserve its rights in this regard. If the Indemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any Third Party Claim, fails to notify the Indemnified Party of its choice reasonably acceptable election as herein provided or contests its obligation to indemnify the other party; providedIndemnified Party for Losses relating to such Third Party Claim under this Agreement, that it irrevocably agrees that the Claim is covered by Section 8.1(b) Indemnified Party may defend against, negotiate, settle or (c)otherwise deal with such Third Party Claim. If the Indemnified Party defends any Third Party Claim, as the case may be. In such event, then the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable and actual out-of-pocket expenses as a result of defending such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such controlupon submission of periodic bills. If the Indemnifying Party elects to shall assume such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, of any Third Party Claim, the Indemnified Party shall have the exclusive right to consentmay participate, settle at his or pay the amount claimedits own expense, in the defense of such Third Party Claim; provided, however, that such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party to participate or (ii) in the reasonable and written opinion of counsel to the Indemnified Party an actual conflict exists between the Indemnified Party and the Indemnifying Party which case cannot be waived by the Indemnified Party; provided further that the Indemnifying Party shall not be responsible required to pay for paying more than one such counsel (plus any appropriate local counsel) for all Indemnified Parties in connection with any single Third Party Claim. Each of Purchaser and Seller shall provide reasonable access to the other to such Claim ordocuments and information as may reasonably be requested in connection with the defense, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether negotiation or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim. Notwithstanding anything in this Section 10.4 to the contrary, the Indemnifying Party shall not settle enter into any settlement of any Third Party Claim without the written consent of the Indemnified Party if such settlement (i) would create any Liability of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder, (ii) would provide for any injunctive relief or other non-monetary obligation affecting the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary payments. (iii) The does not include an unconditional release of the Indemnified Party and from all Liability in respect of the Third Party Claim. If the Indemnifying Party makes any payment on any Third Party Claim, the Indemnifying Party shall cooperate fully with each other be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party with respect to such Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect theretoClaim.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any action, suit, claim or other legal proceeding made or brought by any Person who is not a party to this Agreement or an Affiliate of a Party or a Representative of the foregoing (ia “Third Party Claim”) With against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, 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 forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claims, Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right, at its expense own cost and at its electionexpense, to assume control of participate in the negotiation, settlement and defense of the Claim through counsel of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the any Third Party Claim or thirty days after the indemnification obligation arises, failing which with counsel selected by it subject to the Indemnifying Party shall be deemed Party’s right to have elected not to assume such controlcontrol the defense thereof. If the Indemnifying Party elects not to assume compromise or defend such controlThird Party Claim or fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, the Indemnified Party shall have the right may, subject to be informed and consulted with respect to the negotiationSection 8.05(b), settlement or defenses of pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, including making available (subject to the Indemnifying Party shall not settle any provisions of Section 6.06) records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the written consent defending party, management employees of the Indemnified Party, which consent shall not non-defending party as may be unreasonably withheld, conditioned or delayed, unless reasonably necessary for the preparation of the defense of such settlement provides solely for monetary damages or other monetary payments. (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect theretoClaim.

Third Party Claims. (ia) With respect In order for an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a Loss or a claim or demand made by any Person not a party to this Agreement against the Indemnified Party (a “Third Party ClaimsClaim”), such Indemnified Party shall deliver a Claims Notice to the Indemnifying Party, as soon as practicable, describing such claim in reasonable detail and stating the amount or estimated amount of such Losses; provided, however, that no delay or failure on the part of an Indemnified Party in notifying the Indemnifying Party shall relieve an Indemnifying Party from its obligations hereunder unless the Indemnifying Party is thereby actually prejudiced (and then solely to the extent of such prejudice). (b) The Indemnifying Party shall have the right, at its expense and at its electionupon written notice to the Indemnified Party within thirty (30) days of receipt of the Claims Notice, to assume control of the negotiation, settlement and defense of thereof at the Claim through counsel of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election expense of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which with counsel selected by the Indemnifying Party shall be deemed and reasonably satisfactory to have elected not to assume such controlthe Indemnified Party (and the parties hereby acknowledge that for the purposes of the foregoing it is stipulated that ▇▇▇▇▇ Lord LLP and ▇▇▇▇▇ ▇▇▇▇▇ LLP are satisfactory). If the Indemnifying Party elects does not expressly elect to assume the defense of such controlThird Party Claim within the time period set forth in this Section 9.6(b), the Indemnified Party shall have the sole right to be informed and consulted with respect to assume the negotiation, settlement or defenses defense of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of settle such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of assumes the defense of, or having assumed such control fails to defend, of any Third Party Claim, the Indemnified Party shall have shall, at the exclusive right to consentIndemnifying Party’s expense, settle or pay the amount claimed, in which case cooperate with the Indemnifying Party shall be responsible for paying any in such Claim ordefense and make available to the Indemnifying Party all witnesses, if paid by pertinent records, materials and information in the Indemnified Party, reimbursing ’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Whether or not If the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim not, without the prior written consent of the Indemnified Party, which consent shall Party (not to be unreasonably withheld, conditioned or delayed), unless enter into any settlement or compromise or consent to the entry of any judgment with respect to such settlement provides solely for monetary damages Third Party Claim if such settlement, compromise or other monetary payments. judgment (i) involves a finding or admission of wrongdoing; (ii) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim; or (iii) The imposes equitable remedies or any obligation on the Indemnified Party and other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder. Whether or not the Indemnifying Party shall cooperate fully with each other assumes the defense of such Third Party Claim, the Indemnifying Party will not be obligated to indemnify the Indemnified Party hereunder with respect to Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect theretoany settlement entered into or any judgment consented to without the Indemnifying Party’s prior written consent.

Third Party Claims. (i) With respect In the event that any of the Indemnified Parties is made a defendant in or party to any Third Party Claimsaction or proceeding, judicial or administrative, instituted by any third party for the Indemnifying Party shall have liability or the right, at its expense and at its election, to assume control costs or expenses of the negotiation, settlement and defense of the Claim through counsel of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) which are Shareholder Losses or (c)Purchaser Losses, as the case may be. In be (any such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses third party action or proceeding being referred to as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the “Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such controlClaim”), the Indemnified Party shall have give the right Indemnifying Party prompt notice thereof. The failure to give such notice shall not affect the Indemnified Party’s ability to seek reimbursement except to the extent such failure has materially and adversely affected the Indemnifying Party’s ability to defend successfully such Third Party Claim. The Indemnifying Party shall be informed entitled to contest and consulted defend such Third Party Claim; provided, however, that the Indemnifying Party (A) has a reasonable basis for concluding that such defense may be successful, (B) consults with the Indemnified Party with respect to the negotiationhandling of such Third Party Claim, settlement (C) diligently contests and defends such Third Party Claim, and (D) unconditionally acknowledge that such Third Party Claim constitutes a Loss of the Indemnified Party for which such Indemnified Party is entitled to indemnification under this Article XI. Notice of the intention to contest and defend the Third Party Claim shall be given by the Indemnifying Party to the Indemnified Party on or defenses before the 20th Business Day after the Indemnified Party gives notice to the Indemnifying Party of such Third Party Claim (but, in all events, at least five Business Days prior to the date that an answer to such Third Party Claim is due to be filed). Such contest and to retain counsel to act on its behalf, but the fees and disbursements of such counsel defense shall be paid conducted by the Indemnified Party unless reputable attorneys employed by the Indemnifying Party consents that are reasonably acceptable to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party. The Indemnified Party shall be entitled at any time, at its own cost and expense (which cost and expense shall not constitute a representation Loss unless such expense is incurred at the request of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected the Indemnified Party reasonably determines that the Indemnifying Party is not adequately representing or, because of a conflict of interest, may not adequately represent, any interests of the Indemnified Party), to assume participate in such controlcontest and defense and to be represented by attorneys of its or their own choosing. If the Indemnified Party elects to participate in such defense, thereafter fails to defend the Indemnified Party shall cooperate with the Indemnifying Party in the conduct of such defense. Neither the Indemnified Party nor the Indemnifying Party may concede, settle or compromise any Third Party Claim within without the consent of the other Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, in the event the Indemnifying Party fails or is not entitled to contest and defend a reasonable period of timeThird Party Claim, the Indemnified Party shall be entitled to assume contest, defend and settle such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is , and pursue its indemnification rights hereunder and whatever other legal remedies may be available to enforce its rights under this Article XI at the cost and expense of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If (A) a Third Party Claim relates primarily to a criminal proceeding, action or indictment, (B) the Indemnified Party reasonably believes an adverse determination with respect to the Third Party Claim or other claim giving rise to such Third Party Claim is likely and such adverse determination would materially adversely affect the Indemnified Party’s reputation or future business prospects, (C) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party, or (D) the Indemnified Party reasonably determines that the Indemnifying Party fails to assume control cannot adequately represent the interests of the defense ofIndemnified Party because of a conflict of interest, or having assumed then in any such control fails to defend, any Third Party Claim, case the Indemnified Party shall have the exclusive sole right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any defend such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, and to pursue its indemnification rights hereunder and whatever other legal remedies may be available to enforce its rights under this Article XI, at the cost and expense of the Indemnifying Party. The Indemnified Party shall may not concede, settle or compromise any such Third Party Claim without the written consent of the Indemnified Indemnifying Party, which consent shall not be unreasonably withheld, conditioned withheld or delayed. If the Indemnified Party elects to assume and control the defense of such a Third Party Claim, unless it will provide notice thereof to the Indemnifying Party on or before the 30th day after the Indemnified Party has obtained notice of such settlement provides solely for monetary damages or other monetary paymentsThird Party Claim. (iii) The Indemnified If there shall be a settlement to which the Indemnifying Party and consents or a final judgment for the plaintiff in any Third Party Claim, the defense of which the Indemnifying Party has elected to assume, the Indemnifying Party shall cooperate fully with each other indemnify the Indemnified Party with respect to Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect theretosuch settlement or judgment.

Third Party Claims. All claims for indemnification made under this Agreement resulting from, related to or arising out of a third-party claim against an Indemnified Party (a “Third-Party Claim”) shall be made in accordance with the following procedures. A Person entitled to indemnification under this Article V (an “Indemnified Party”) shall give prompt written notification to the Indemnifying Party (a “Third-Party Claim Notice”) of the commencement of any action, suit or proceeding relating to a Third-Party Claim for which indemnification may be sought. For purposes of this Agreement, “Indemnifying Party” means (i) With respect in the case of a claim for indemnification by the Buyer or any of its Affiliates, the Sellers and (ii) in the case of a claim for indemnification by the Sellers or any of their respective Affiliates, the Buyer. Such Third-Party Claim Notice shall include a description in reasonable detail (to the extent then known by the Indemnified Party) of (A) the facts constituting the basis for such Third-Party Claim and (B) the amount of the Damages claimed (the “Third-Party Claim Amount”). No delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any Third liability or obligation hereunder except to the extent the Indemnifying Party Claimsis actually prejudiced thereby. Within thirty (30) Business Days after delivery of such Third-Party Claim Notice, the Indemnifying Party shall have may, upon written notice thereof to the rightIndemnified Party, at its expense and at its election, to assume control of the negotiation, settlement and defense of the Claim through with counsel of its choice reasonably acceptable satisfactory to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all of any such Third- Party Claim seeking (i) solely monetary damages or (ii) injunctive relief that would reasonably be expected to be immaterial to the operations or business of the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such controland monetary damages. If the Indemnifying Party elects to does not assume control of such controldefense, the Indemnified Party shall have control such defense. The party not controlling such defense may participate therein at its own expense; provided that if the right to be informed and consulted with respect to the negotiation, settlement or defenses Indemnifying Party assumes control of such Third Party Claim defense and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both 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 reasonable fees and a representation expenses of both counsel to the Indemnified Party solely in connection therewith shall be considered “Damages” for purposes of this Agreement; provided, however, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one (1) counsel for the Indemnified Party. 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 Indemnified Party by shall not agree to any settlement of such action, suit, proceeding or claim without the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability prior written consent of different defenses). If the Indemnifying Party, having elected which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnifying Party shall not agree to assume any settlement of such controlaction, thereafter fails to defend suit, proceeding or claim that (x) does not include a complete release of the Third Indemnified Party Claim within a reasonable period of timefrom all liability with respect thereto, (y) includes any admission by, or finding adverse to, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If or (z) imposes any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations liability or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by obligation on the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was madeeach case, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party 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, unless such settlement provides solely for monetary damages or other monetary payments. (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect thereto.

Third Party Claims. (ia) With Promptly after the receipt by any Person entitled to indemnification pursuant to this ARTICLE X (the “Indemnified Party”) of notice of the commencement of any action by a third party (such action, a “Third Party Claim”), such Indemnified Party shall, if a claim with respect thereto is to be made against any party or parties obligated to provide indemnification pursuant to this ARTICLE X (the “Indemnifying Party”), give such Indemnifying Party written notice of such Third Party Claim in reasonable detail in light of the circumstances then known to such Indemnified Party; provided, that the failure of the Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure to give notice shall prejudice any defense or claim available to the Indemnifying Party. (b) The Indemnifying Party shall be entitled to assume the defense of any Third Party ClaimsClaim with counsel reasonably satisfactory to the Indemnified Party, at the Indemnifying Party’s sole expense; provided that the Indemnifying Party shall have the right, at its expense and at its election, not be entitled to assume or continue control of the negotiation, settlement and defense of any Third Party Claim if (i) the Third Party Claim through counsel seeks an injunction or equitable relief against any Indemnified Party, (ii) the Third Party Claim would reasonably be expected to result in Losses in excess of its choice reasonably acceptable the amounts available for indemnification pursuant to the other party; providedSection 10.3, that it irrevocably agrees that the Claim is covered by Section 8.1(b(iii) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party has failed to assume such control shall be made within the latter of 90 days of receipt of notice of defend or is failing to defend in good faith the Third Party Claim or thirty days after the indemnification obligation arises, failing which (iv) the Indemnifying Party shall be deemed has not acknowledged that such Third Party Claim is subject to have elected not indemnification pursuant to assume such control. this ARTICLE X. (c) If the Indemnifying Party elects assumes the defense of any Third Party Claim, (i) it shall not settle the Third Party Claim unless the settlement shall include an unconditional release of the Indemnified Party, reasonably satisfactory to assume the Indemnified Party, from all liability with respect to such controlThird Party Claim, (ii) it shall indemnify and hold the Indemnified Party 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 be informed and consulted with respect to participate in the negotiation, settlement or defenses defense of such Third Party Claim and to retain employ, at its own expense, counsel to act on its behalfseparate from counsel employed by the Indemnifying Party; provided, but that the fees and disbursements expenses of such counsel shall be paid by at the Indemnified Party unless expense of the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both if the Indemnifying Party and the Indemnified Party and a representation of are both named parties to the Indemnifying Party proceedings and the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Partythem. (iid) If the Indemnifying Party fails to does not assume control of the defense of, or having assumed such control fails to defend, of any Third Party Claim, the Indemnified Party may defend against or settle such claim in such manner and on such terms as it in good f▇▇▇▇ ▇▇▇▇▇ appropriate and shall have the exclusive right be entitled to consentindemnification in respect thereof in accordance with Section 10.1 or Section 10.2, settle or pay the amount claimed, in which case as applicable. If the Indemnifying Party shall be responsible for paying any such Claim or, if paid by is not entitled to assume the Indemnified Party, reimbursing defense or continue to control the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party ClaimClaim as a result of the provisions of this Section 10.6, the Indemnified Party shall not settle the Third Party Claim in question 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. In no event shall the Indemnified Party settle any Third Party Claim without for which the written defense thereof is controlled by the Indemnifying Party absent the consent of the Indemnified Party, which Indemnifying Party (such consent shall not to be unreasonably withheld, conditioned withheld or delayed, unless such settlement provides solely for monetary damages or other monetary payments). (iiie) The Indemnified Party Each party shall cooperate, and cause their respective Affiliates to cooperate, in the Indemnifying Party shall cooperate fully with each other with respect to defense or prosecution of any Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect theretoClaim.

Third Party Claims. (i) With respect In the event that any written claim or demand for which an Indemnifying Party may be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event later than fifteen (15) days following such Indemnified Party’s receipt of such claim or demand (including a copy of any related written third party demand, claim or complaint) (the “Third Party ClaimsClaim”), deliver a Claim Notice to the Indemnifying Party shall have the right, at its expense and at its election, to assume control of the negotiation, settlement and defense of the Claim through counsel of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed relieved of its obligations to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by indemnify the Indemnified Party with respect to the such Third Party ClaimClaim if the Indemnified Party fails to timely deliver the Claim Notice and the Indemnifying Party is materially prejudiced thereby. If any a Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the made against an Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim orentitled to participate therein and, if paid by to the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, extent that the Indemnifying Party shall not settle any Third wish, to assume the defense thereof with counsel of its own choosing if (i) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party and it gives notice of its intention to assume the defense thereof with counsel of its own choosing within thirty (30) days after the receipt of such Claim without Notice from the Indemnified Party (provided, however, that the Indemnifying Party’s retention of counsel shall be subject to the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed), unless such settlement provides solely for monetary damages or other monetary payments. (ii) the Third Party Claim does not seek injunctive relief against an Indemnified Party, (iii) The the Indemnifying Party does not fail to conduct the defense of the Third Party Claim and (iv) (A) there does not exist a material conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of such defense and (B) there are not material defenses available to the Indemnified Party that are not available to the Indemnifying Party. After notice from the Indemnifying Party to the Indemnified Party of such election to so assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnified Party shall reasonably cooperate fully with each other with respect to the Indemnifying Party and its counsel in the defense against any such Third Party Claims andClaim. The Indemnified Party shall have the right to 62 participate at its own expense in the defense of any Third Party Claim. Neither the Indemnifying Party, regardless on the one hand, nor the Indemnified Party, on the other hand, shall admit liability to, or settle, compromise or discharge any Third Party Claim without the prior consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, the Indemnifying Party may settle, compromise or discharge any Third Party Claim, the defense of which party has control thereof as provided was assumed by the Indemnifying Party if such settlement, compromise or discharge provides only for hereinthe payment of monetary damages by the Indemnifying Party and a full and unconditional release of the Indemnified Party, which would have no liability thereunder. In the event the Indemnifying Party elects not to defend any Third Party Claim, the Indemnified Party shall keep each other reasonably advised with respect theretodefend against such Third Party Claim in good faith and in a commercially reasonable manner at the cost and expense of the Indemnifying Party, and the Indemnifying Party shall have the right to participate in such defense at its own expense.

Third Party Claims. Upon receipt by any Person of notice of any claim, action, suit or proceeding by any Third Party (collectively, an "Action"), which Action is subject to indemnification under this Agreement, such Person (the "Indemnified Party") will give reasonable written notice to the Party from whom indemnification is claimed (the "Indemnifying Party"); provided that the failure of any Indemnified Party to so deliver notice shall not relieve the Indemnifying Party of its obligations under this Article 11, except to the extent the Indemnifying Party is prejudiced by such failure. The Indemnified Party will be entitled, at the sole expense and liability of the Indemnifying Party, to exercise full control of the defense, compromise or settlement of any such Action unless the Indemnifying Party, within a reasonable time after the giving of such notice by the Indemnified Party, (i) With respect to any Third notifies the Indemnified Party Claims, in writing of the Indemnifying Party shall have the right, at its expense and at its election, Party's intention to assume control of such defense, (ii) retains legal counsel reasonably satisfactory to the negotiation, settlement and Indemnified Party to conduct the defense of the Claim through counsel of its choice reasonably acceptable such Action and (iii) admits in writing to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, Indemnified Party the Indemnifying Party shall reimburse Party's liability to the Indemnified Party for all such Action to the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumptionextent provided in this Agreement. The election other Party will cooperate with the Party assuming the defense, compromise or settlement of any such Action in accordance with this Agreement in any manner that such party reasonably may request. The Party controlling the Indemnifying Party to assume such control defense, compromise or settlement of an Action shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such controlact in good faith with respect thereto. If the Indemnifying Party elects to assume so assumes the defense of any such controlAction, the Indemnified Party shall will have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim employ separate counsel and to retain counsel to act on its behalfparticipate in (but not control) the defense, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel compromise or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. Action (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall cooperate in providing information to the Indemnified Party about the Action), but the fees and expenses of such counsel will be responsible for paying at the expense of the Indemnified Party unless (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) any relief other than the payment of money damages is sought against the Indemnified Party or (iii) the Indemnified Party has been advised by independent counsel that there may be one or more defenses available to it which are different from or additional to those available to the Indemnifying Party, and in any such Claim or, if case that portion of the fees and expenses of such separate counsel that are reasonably related to matters covered by the indemnity provided in this Article 11 will be paid by the Indemnified Indemnifying Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, provided that the Indemnifying Party shall not be obligated to pay the expenses of more than one separate counsel in each jurisdiction for each Indemnified Party so entitled to separate counsel. No Indemnified Party will settle or compromise any Third Party Claim such Action for which it is entitled to indemnification under this Agreement without the prior written consent of the Indemnifying Party. No Indemnifying Party will settle or compromise any such Action in which any relief other than the payment of money damages is sought against any Indemnified Party, unless the Indemnified Party consents in writing to such compromise or settlement. Notwithstanding the foregoing in this Section 11.3, if an Action includes or could reasonably be expected to include both a claim for Taxes (other than income Taxes) that are the responsibility of any AT&T Entity hereunder, on the one hand, and a claim for Taxes (other than income Taxes) that are the responsibility of any Comcast Entity hereunder, on the other hand, then Comcast Corporation (if the claim for Taxes that are the responsibility and liability of the Comcast Entities exceeds the claim for Taxes that are the responsibility and liability of the AT&T Entities) or otherwise AT&T Corp. (as the case may be, the "Controlling Party") shall be entitled to control the defense of such Action (such Action, a "Tax Action"). In such case, the other Party (the "Non-Controlling Party") shall be entitled to participate fully (at the Non-Controlling Party's sole expense) in the conduct of such Tax Action and the Controlling Party shall not settle such Tax Action without the consent of the Non-Controlling Party (which consent shall not be unreasonably withheld). The costs and expenses of conducting the defense of such Tax claim shall be reasonably apportioned based on the relative amounts of the claim for Taxes that are the responsibility of any AT&T Entity hereunder and Taxes that are the responsibility of any Comcast Entity hereunder based on the relative amounts of such claims. For purposes of Sections 4.1(w) and 4.3(w) and this Article 11, conditioned all real property taxes, personal property taxes and similar ad valorem obligations in respect of any System or delayed, unless such settlement provides solely Asset for monetary damages or other monetary payments. (iii) The Indemnified Party any taxable period that includes but does not end on the Closing Date shall be apportioned between the Transferor and the Transferee based on the number of days of such taxable period on or prior to the Closing Date and the number thereof after the Closing Date. For purposes of this Agreement, an Escheat Payment shall be attributable to a period (or portion thereof) ending on or prior to the Closing Date if the relevant abandoned or unclaimed property was or should have been accrued as an unclaimed property liability in the normal course of the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims andParty's operations in such pre-Closing period. For purposes of the foregoing, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect theretothe Parties agree that unclaimed property liabilities should in all events be accrued in the ordinary course within one year after the date the relevant abandoned or unclaimed property is first proffered.

Third Party Claims. (ia) With If a claim by a third party is made against any Indemnified Party with respect to which the Indemnified Party intends to seek indemnification hereunder for any Third Loss under this ARTICLE IX (a “Third-Party ClaimsClaim”), the Indemnified Party shall promptly after receiving notice thereof notify the Indemnifying Party of such claim. The failure by an Indemnified Party to promptly give such notice shall not release, waive or otherwise affect the Indemnifying Party’s obligations with respect thereto except to the extent the Indemnifying Party can demonstrate prejudice as a result of such failure. The Indemnifying Party shall have the right, but not the obligation, at its expense sole cost and at its electionexpense, subject to the provisions of this Section 9.4, to assume defend against, conduct and control of any Action with respect to the negotiationThird-Party Claim, settlement and defense of the Claim through counsel of its own choice reasonably acceptable satisfactory to the other party; providedIndemnified Party, that unless the nature of the Third-Party Claim creates an ethical conflict or otherwise makes it irrevocably agrees that inadvisable for the Claim is covered by Section 8.1(b) or (c), as same counsel to represent the case may beIndemnified Party and the Indemnifying Party. In such event, If the Indemnifying Party has elected to defend against, conduct and control any Third-Party Claim it shall reimburse within ten (10) Business Days of the Indemnified Party’s notice of such Third-Party Claim (or sooner, if the nature of the Third-Party Claim so requires) notify the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of its intent to do so and that the Indemnifying Party to assume such control shall be made within will indemnify the latter Indemnified Party from and against the entirety of 90 days of receipt of notice of any Losses the Third Indemnified Party Claim may suffer resulting from, arising out of, relating to, in the nature of, or thirty days after caused by the indemnification obligation arises, failing which the Indemnifying Third-Party shall be deemed to have elected not to assume such controlClaim. If the Indemnifying Party elects not to assume defend against, conduct and control any such control, Third-Party Claim or fails to notify the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such election as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedingsherein provided, the Indemnified Party may make defend against, conduct and control such payment and the Indemnifying Third-Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such paymentClaim. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to shall assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Third-Party Claim, the Indemnifying Party shall not keep the Indemnified Party reasonably apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action and shall furnish the Indemnified Party with such documents and information filed or delivered in connection with such claim, liability or expense as the Indemnified Party may reasonably request, and may compromise or settle such Third-Party Claim; provided, however, that the Indemnifying Party shall give the Indemnified Party advance notice of any proposed compromise or settlement. No Indemnified Party or Indemnifying Party may compromise or settle any Third Third-Party Claim for which it is seeking indemnification hereunder without the written consent of the Indemnifying Party or Indemnified Party, as the case may be, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party shall assume the defense of any Third-Party Claim as provided herein, unless the Indemnifying Party shall conduct the claim diligently and permit the Indemnified Party to participate in, but not control, the defense of any such settlement provides solely for monetary damages action or other monetary payments. (iii) The suit through counsel chosen by the Indemnified Party; provided, however, that the fees and expenses of such counsel shall be borne and promptly paid by the Indemnified Party; provided, however, that such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if in the opinion of counsel to the Indemnified Party a conflict exists between the Indemnified Party and the Indemnifying Party and the waiver of any such conflict of interest by the Indemnified Party would materially and adversely effect the Indemnified Party in the written opinion of such counsel; and provided, further, until such time as the Indemnifying Party has delivered a notice of intent to defend a Third-Party Claim to the Indemnified Party, the Indemnified Party shall cooperate fully with each other with respect undertake the defense of such claim, liability or expense and the Indemnifying Party shall promptly reimburse the Indemnified Party for the reasonable expenses of defending such Third-Party Claim. The Indemnifying Party may not assume the defense of any Third-Party Claim if (i) such claim involves any allegation of criminal conduct or breach of fiduciary duty, (ii) such claim is solely for injunctive relief; provided, that if such claim includes a request for injunctive relief, the Indemnifying Party may assume the defense of such claim provided that the Indemnifying Party and the Indemnified Party shall have joint control of the defense of the portion of such claim relating to Third the request for injunctive relief. If the Indemnifying Party Claims elects not to control or conduct the defense or prosecution of a Third-Party Claim, the Indemnifying Party nevertheless shall have the right to participate in the defense or prosecution of any Third-Party Claim and, regardless at its own expense, to employ counsel of which party has control thereof as its own choosing for such purpose. (b) The Parties shall reasonably cooperate in the defense or prosecution of any Third-Party Claim, with such cooperation to include (i) the retention and the provision of the Indemnified Party’s records and information that are reasonably relevant to such Third-Party Claim, and (ii) the making available of employees on a mutually convenient basis for providing additional information and explanation of any material provided for herein, shall keep each other reasonably advised with respect theretohereunder.

Third Party Claims. (ia) With Promptly after the receipt by any Person entitled to indemnification pursuant to this Article XIII (the “Indemnified Party”) of notice of the commencement of any Action involving a third party (such Action, a “Third Party Claim”), such Indemnified Party shall, if a claim with respect thereto is to be made against any party or parties obligated to provide indemnification pursuant to this Article XIII (the “Indemnifying Party”), give such Indemnifying Party written notice of such Third Party Claim in reasonable detail in light of the circumstances then known to such Indemnified Party; provided that the failure of the Indemnified Party to provide such notice shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that such failure to give notice shall prejudice any defense or claim available to the Indemnifying Party. (b) The Indemnifying Party shall be entitled to assume the defense of any Third Party ClaimsClaim with counsel reasonably satisfactory to the Indemnified Party, at the Indemnifying Party’s sole expense; provided that the Indemnifying Party shall have the right, at its expense and at its election, not be entitled to assume or continue control of the negotiation, settlement and defense of the any Third Party Claim through counsel of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(bif (i) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim relates to or thirty days after arises in 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 obligation arisespursuant to Section 13.6, failing which (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 shall be deemed has failed or is failing to have elected defend in good faith the Third Party Claim, or (vi) the Indemnifying Party has not acknowledged that such Third Party Claim is subject to assume such control. indemnification pursuant to this Article XIII. (c) If the Indemnifying Party elects assumes the defense of any Third Party Claim, (i) it shall not settle the Third Party Claim unless (A) the settlement does not entail any admission of liability on the part of any Indemnified Party, and (B) the settlement includes an unconditional release of each Buyer Indemnified Party or Seller Indemnified Party, as applicable, reasonably satisfactory to assume the Indemnified Party, from all Losses with respect to such controlThird Party Claim, (ii) it shall indemnify and hold the Indemnified Party 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 be informed and consulted with respect to participate in the negotiation, settlement or defenses defense of such Third Party Claim and to retain employ, at its own expense, counsel to act on its behalfseparate from counsel employed by the Indemnifying Party; provided that the fees, but the fees costs and disbursements expenses of such counsel shall be paid by at the Indemnified Party unless expense of the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both if the Indemnifying Party and the Indemnified Party and a representation of are both named parties to the Indemnifying Party proceedings and the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Partythem. (iid) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the The Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary payments. (iii) The Indemnified Party and if the Indemnifying Party shall cooperate fully with each other with respect 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 Claims and, regardless Claim. Any consent to be given by the Buyer Indemnified Parties under this Section 13.8 shall be given by the Buyer acting on behalf of which party has control thereof as provided for herein, the Buyer Indemnified Parties and any consent to be given by the Seller Indemnified Parties under this Section 13.8 shall keep each other reasonably advised with respect theretobe given by the Representative acting on behalf of the Seller Indemnified Parties.

Third Party Claims. The following shall apply: (i) If there occurs an event which a party asserts is an indemnifiable event pursuant to Section 7.1(a) or Section 7.1(b) (a “Covered Proceeding”) with a third party (a “Third Party Claim”), the party or parties seeking indemnification (the “Indemnified Party”) shall notify the other party or parties obligated to provide indemnification (the “Indemnifying Party”) promptly after receiving knowledge thereof; provided, however, that the failure to provide prompt notice as provided herein will relieve the Indemnifying Party of its obligations hereunder only to the extent that such failure prejudices the Indemnifying Party hereunder. With respect to any a Third Party ClaimsClaim, such notice shall include copies of any summons, complaints or other pleadings which may have been served on the Indemnified Party and any written claim, demand, invoice, billing or other document evidencing the same. In case a Third Party Claim shall be brought against any Indemnified Party and after such Indemnified Party has notified the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled (but in no event shall be obligated) to assume the defense thereof, with counsel selected by the Indemnifying Party and reasonably approved by the Indemnified Party after notice from the Indemnifying Party to the Indemnified Party. The Indemnifying Party and the Indemnified Party agree to keep each other reasonably informed and cooperate in good faith with each other and their respective counsel in connection with the defense, negotiation or settlement of any such action or asserted liability. (ii) Except as otherwise provided herein, the Indemnifying Party shall have the right, at its expense and at its election, right to assume control of the negotiation, settlement and defense of the Claim through counsel of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such controlClaim. If the Indemnifying Party elects has the right to assume such controlthe defense of a Third Party Claim and shall do so, the Indemnified Party shall have the right to be informed and consulted with respect to participate at its own expense in (but not control) the negotiation, settlement or defenses defense of such Third Party Claim. If the Indemnifying Party does not assume the defense of such Third Party Claim and with counsel reasonably satisfactory to retain counsel the Indemnified Party, or does not have the right to act on its behalf, but assume the fees and disbursements defense of such counsel shall be paid by Third Party Claim, or has the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected right to assume such control, thereafter the defense but fails to defend the Third Party Claim within a reasonable period of timedo so, the Indemnified Party shall be entitled to assume such control, and (until the Indemnifying Party shall be bound by assumes the results obtained by defense of such Third Party Claim with counsel reasonably satisfactory to the Indemnified Party with respect and has the right, and does, assume the defense of such Third Party Claim) have the right to undertake the defense of such Third Party Claim. If any Third Party Claim is of a nature such that In no event will the Indemnified Party is required by applicable Law or the Indemnifying Party have the right to make a payment consent to the entry of judgment or enter into any Person (a "Third Party") settlement with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim claim without the written consent of the Indemnified Party, which other party (such consent shall not to be unreasonably withheld, conditioned or delayed), unless as to a settlement by the Indemnifying Party only, (A) the terms of such settlement provides solely require no more than the payment of money (for example, such settlement does not require Indemnified Party to admit any wrongdoing or take or refrain from taking any action), (B) the full amount of such monetary damages settlement is fully paid by the Indemnifying Party, and (C) the Indemnified Party receives as part of such settlement a legally binding and enforceable unconditional satisfaction and release of all claimed liabilities or other monetary paymentsobligations in form and substance reasonably satisfactory to the Indemnified Party. (iii) The Notwithstanding any provision of this Agreement to the contrary, none of the Shareholders shall be entitled to assume or direct the defense or settlement of any Covered Proceeding if the Shareholders are the Indemnifying Parties and the aggregate amount of Losses which will or could reasonably result from such Covered Proceedings, together with the maximum aggregate amount which could reasonably result from all other unresolved Covered Proceedings for which Shareholders are liable hereunder, exceeds an amount equal to 200% of the Cap (or, if the Third Party Claim relates to matters to which the Cap does not apply, 125% of the Purchase Price), after deducting all other Losses for which any of the Indemnifying Parties has, has had or could reasonably be anticipated to indemnify the Parent Indemnified Party Persons by reason of this Article VII, whether in respect of such Covered Proceeding and/or the events or circumstances giving rise thereto and/or in respect of all other claims and/or indemnification obligations. In such event, but subject to the limitations contained in this Article VII, (a) Parent shall be entitled to control the defense of any such Covered Proceeding, and (b) the Indemnifying Party shall be liable for all Losses in connection thereunder. (iv) For all purposes under this Article VII, Parent and the Representative shall cooperate fully with each and make available to the other Party and its respective Representatives all information, records and data, and shall permit reasonable access to its facilities and personnel subject to Law and any applicable privilege, including the attorney-client and work product privileges, as may be reasonably requested in connection with respect to Third Party Claims and, regardless the resolution of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect theretosuch disputes.

Third Party Claims. (i) With respect In the event that subsequent to the Closing, any Person that is or may be entitled to indemnification under this Agreement (an “Indemnified Party”) receives written notice of the assertion of any claim, issuance of any order or the commencement of any action or proceeding by any Person who is not a Party or an Affiliate of a Party, including any domestic or foreign court or Governmental Authority (a “Third Party ClaimsClaim”), against such Indemnified Party and for which a Party is or may be required to provide indemnification under this Agreement (an “Indemnifying Party”), then such Indemnified Party shall give written notice thereof, together with a statement of any available information regarding such Third Party Claim to such Indemnifying Party promptly after learning of such Third Party Claim; provided, however, that failure to give such written notice within any particular time period shall not adversely affect the Indemnified Party’s right to indemnification unless, and only to the extent that, the failure to give such notification on a timely basis adversely affected in any material respect the Indemnifying Party’s ability to defend such Third Party Claim. The Indemnifying Party shall have the right, at its expense and at its electionupon written notice to the Indemnified Party within thirty (30) days after receipt from the Indemnified Party of notice of such Third Party Claim, to assume control conduct, at the Indemnifying Party’s expense, the defense against such Third Party Claim in the Indemnifying Party’s own name, or if necessary in the name of the negotiation, settlement and defense Indemnified Party with counsel of the Claim through counsel of its Indemnifying Party’s own choice and reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may beIndemnified Party. In such event, If the Indemnifying Party shall reimburse does not elect to conduct the defense of the subject Third Party Claim, then the Indemnified Party for all may conduct the defense of the subject Third Party Claim and the Indemnifying Party will cooperate with and make available to the Indemnified Party such assistance and materials as may be reasonably requested by the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume conduct the defense of the subject Third Party Claim, then the Indemnified Party will cooperate with and make available to the Indemnifying Party such controlassistance and materials as may be reasonably requested by it, and the Indemnified Party shall have the right, at the Indemnified Party’s expense, to participate in the defense assisted by counsel of the Indemnified Party’s own choosing; provided, that if any of the Litigation Conditions cases are not satisfied, 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 so long as it is determined that the Indemnifying Party is responsible for Losses incurred in connection with the Third Party Claim pursuant to the provisions of this Article IX, which may be determined in separate negotiations or proceedings. The Indemnified Party shall have the right to be informed compromise and consulted with respect to the negotiationsettle a Third Party Claim, where such settlement or defenses compromise may result in Losses which are indemnifiable by the Indemnifying Party, without the consent of the Indemnifying Party, recognizing that the determination of whether such Losses are indemnifiable by the Indemnifying Party shall be determined in separate negotiations or proceedings. Without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any settlement of any Third Party Claim that (A) grants any injunctive or other equitable relief against any Indemnified Party, (B) does not include as an unconditional term thereof the giving by each claimant or plaintiff in such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the each Indemnified Party unless an unconditional release from all Liability with respect to such Third Party Claim, (C) may reasonably be expected to have a material adverse effect on the affected business of any Indemnified Party, or (D) includes a provision for Losses or potential Losses in excess of the then-remaining Indemnification Escrow Amount less all amounts subject to other pending but unresolved indemnification claims. (ii) Notwithstanding anything contained in Section 9.5(a)(i) to the contrary, the Indemnifying Party consents shall not be entitled to the retention of such counsel control or unless the named parties to any action or proceeding include both the Indemnifying Party settle, and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such controlhave sole control over, and the defense or settlement of any Third Party Claim at any time if any of the following conditions are not satisfied (collectively, the “Litigation Conditions”): (A) the Indemnifying Party shall be bound have acknowledged, or if requested by the results obtained by the an Indemnified Party with respect confirmed, in writing that it shall be fully responsible for all Losses relating to such Third Party Claim without giving effect to any of the limitations set forth in this Agreement; (B) the Indemnifying Party is diligently defending such Third Party Claim. If any ; (C) such Third Party Claim is shall not involve criminal actions or allegations of a nature criminal conduct by any Indemnifying Party, and shall not involve claims for specific performance or other equitable relief; (D) the defense of such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to will not, in the reasonable judgment of any Indemnified Party, the have a material adverse effect on any Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party.; (iiE) If the Losses claimed in such Third Party Claim are less than the remaining Indemnification Escrow Amount less all amounts subject to other pending but unresolved indemnification claims; and (F) there does not exist a conflict of interest between the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, and any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimedthat, in which case the Indemnifying Party shall be responsible for paying reasonable judgment of any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall cannot be unreasonably withheldwaived, conditioned or delayed, unless such settlement provides other than a conflict of interest arising solely for monetary damages or other monetary paymentsfrom the obligation to indemnify. (iii) The Indemnified Party Section 8.4, and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and, regardless of which party has control thereof as provided for hereinnot this Section 9.5(a), shall keep each other reasonably advised with respect theretocontrol all Tax Matters.

Third Party Claims. (i) With respect to any Third Party Claims, the Indemnifying Party shall have the right, at its expense and at its election, to assume control of the negotiation, settlement and defense of the Claim through counsel of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may bechoice. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 60 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arisesClaim, failing which the Indemnifying Party shall be deemed to have elected not to assume such controldo so. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 8.1(b) and Section 8.38.1(c) above, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, of any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense defenses of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned withheld or delayed, unless ; but then the liability of the Indemnifying Party shall be limited to the proposed settlement amount if any such settlement provides solely consent is not obtained for monetary damages or other monetary paymentsany reason. (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims Claims, and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably fully advised with respect theretothereto (including supplying copies of all relevant documentation promptly as it becomes available).

Third Party Claims. (i) With respect to any In the event that an Indemnified Party becomes aware of a Third Party ClaimsClaim for which an Indemnifying Party would be liable to an Indemnified Party hereunder, the Indemnified Party shall with reasonable promptness notify in writing the Indemnifying Party of such Claim, identifying the basis for such Claim or demand, and the amount or the estimated amount thereof to the extent then determinable (which estimate shall not be conclusive of the final amount of such Claim and demand; the "Claim Notice"); provided, however, that any failure to give such Claim Notice will not be deemed a waiver of any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually prejudiced by such failure. The Indemnifying Party, upon request of the Indemnified Party, shall retain counsel (who shall be reasonably acceptable to the Indemnified Party) to represent the Indemnified Party and shall pay the reasonable fees and disbursements of such counsel with regard thereto; provided, however, that any Indemnified Party is hereby authorized, prior to the date on which it receives written notice from the Indemnifying Party designating such counsel, to retain counsel, whose fees and expenses shall be at the expense of the Indemnifying Party, to file any motion, answer or other pleading and take such other action which it reasonably shall deem necessary to protect its interests or those of the Indemnifying Party until the date on which the Indemnified Party receives such notice from the Indemnifying Party. After the Indemnifying Party shall have the right, at its expense and at its election, to assume control of the negotiation, settlement and defense of the Claim through counsel of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In retain such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such controlcounsel, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalfown counsel, but the fees and disbursements expenses of such counsel shall be paid by at the Indemnified Party unless the Indemnifying Party consents to the retention expense of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not settle any Third Party Claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary payments. (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect thereto.

Third Party Claims. Promptly after the receipt by either Party of a notice of a Claim made by a Third Party that is the subject of indemnification pursuant to this Section 15 (collectively, "Third Party Claim"), such Party (the "Indemnified Party") shall deliver to the Party from which indemnification is sought (the "Indemnifying Party") a written notice that specifies in reasonable detail the basis of the claim for indemnification hereunder ("Notice of Indemnity Claim"). Subject to any applicable statute of limitation periods, the failure of the Indemnified Party to give a Notice of Indemnity Claim shall not relieve the Indemnifying Party of its indemnification obligations hereunder except to the extent that such failure shall result in material prejudice to the Indemnifying Party. The Indemnifying Party shall, at its sole expense and liability, assume the defense of any Third Party Claim within ten (10) business days after receipt of a Notice of Indemnity Claim with respect thereto. Should the Indemnifying Party, within ten (10) business days after receipt of the Notice of Indemnity Claim, fail to (i) With respect to any Third Party Claims, the Indemnifying Party shall have the right, at its expense and at its election, to assume control of the negotiation, settlement and defense of the Claim through counsel of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse notify the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election in writing of the Indemnifying Party Party's intention to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim defense thereof, or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed (ii) retain legal counsel reasonably satisfactory to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have to conduct the right to be informed and consulted with respect to the negotiation, settlement or defenses defense of such Third Party Claim and to retain counsel to act on its behalfClaim, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, then the Indemnified Party shall be entitled to assume such controlentitled, at the sole expense and liability of the Indemnifying Party shall be bound by Party, to exercise full control of the results obtained by the Indemnified Party with respect to the defense, compromise or settlement of such Third Party Claim. If any Third Party Claim is of a nature such Provided that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall have the right to exercise full control of the defense, compromise or settlement of such Third Party Claim. The Indemnified Party shall have the right to engage separate legal counsel and to participate in the defense, compromise or settlement thereof; provided, however, that the expenses of such legal counsel shall be paid by the Indemnified Party unless (i) the Indemnifying Party has agreed in writing to pay such expenses, (ii) any relief other than the payment of money damages is sought against the Indemnified Party or (iii) the Indemnified Party shall have one or more legal defenses available to it which are in conflict with those available to the Indemnifying Party, in any of which cases identified in clause (i), (ii) or (iii), the expenses of such separate legal counsel shall be borne by the Indemnifying Party. The Party not settle assuming the defense of any Third Party Claim shall cooperate with the Party assuming such defense in any manner that the Party assuming such defense reasonably may request, except to the extent such cooperation may result in liability or damages to the cooperating Party not indemnified against by the other Party hereunder. The Indemnified Party shall not settle or compromise any Third Party Claim for which it is entitled to indemnification hereunder without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, Indemnifying Party unless such settlement provides solely for monetary damages or other monetary payments. (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect have failed to undertake the defense and control of such Third Party Claims andClaim in the manner hereinabove required. For any Third Party Claim in which the relief sought is other than monetary damages, regardless the Indemnifying Party shall not settle or compromise the non-damage component of such Third Party Claim unless the Indemnified Party consents in writing to such compromise or settlement. The respective rights and remedies of the Parties in this Section 14.4 shall survive the expiration or termination of this Agreement until ninety (90) days following the expiration of the statute of limitations applicable to the Third Party Claim for which party indemnification may be sought hereunder; provided, that if a Notice of Claim respecting a Third Party Claim has control thereof been timely given, the limitations period shall be extended until the final, binding and nonappealable resolution of such Third Party Claim and the Indemnified Party's right to indemnification hereunder, but for only so long as provided for herein, shall keep each other reasonably advised the Indemnified Party continues to pursue its indemnification rights with respect theretoreasonable diligence under the circumstances.

Third Party Claims. If any Claim is a third-party claim (each, a “Third-Party Claim”), the following provisions will apply: (i) With respect to any Third The Claiming Party Claimsshall provide the Securityholders’ Representative 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 be reasonably estimated, which amount shall not be conclusive of the final amount of such Third-Party Claim), the method of computation thereunder and any other remedy sought thereunder, any other material details pertaining thereto, along with copies of relevant documents evidencing such Third-Party Claim and the basis for indemnification sought. Failure of the Claiming Party to give such notice will not relieve the Claiming Party from its right to indemnification hereunder, except to the extent that the Indemnifying Securityholders are materially prejudiced hereby. The Claiming Party shall will have the right, at its expense and at its election, right to assume control defend the Third-Party Claim with counsel of the negotiationClaiming Party’s choice, settlement and provided that the Claiming Party must conduct the defense of the Third-Party Claim through reasonably diligently and must keep the Securityholders’ Representative reasonably informed of the status of the Third-Party Claim; and provided, further, that the Securityholders’ Representative may retain separate co-counsel at its sole cost and expense (on behalf of its choice reasonably acceptable the Securityholders) and participate in (but not control) the defense of the Third-Party Claim. The Claiming Party may defend against and consent to the other party; providedentry of any judgment or enter into any settlement with respect to, that it irrevocably agrees 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 of the Securityholders’ Representative, any separate co-counsel retained by the Securityholders’ Representative, or any Indemnifying Securityholder in connection therewith), and the indemnifying parties will remain responsible for any Damages the Claiming Party may suffer to the extent resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this Article VIII. (ii) In the event that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Claiming Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party does not elect to assume such control shall be made within the latter defense of 90 days of receipt of notice of the Third any Third-Party Claim or thirty after assuming such defense, fails to take reasonable steps necessary to defend diligently such Third-Party Claim within 20 calendar days after receiving written notice from the indemnification obligation arisesSecurityholders’ Representative of the failure of the Claiming Party to take such reasonable steps and describing in reasonable detail such failure, failing which (A) the Indemnifying Party shall be deemed to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party Securityholders’ Representative shall have the right to be informed assume and consulted conduct the defense of the Third-Party Claim and (B) the Securityholders’ Representative will not consent to the entry of any judgment or enter into any settlement with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not settle any Third Third-Party Claim without the prior written consent of the Indemnified Party, Claiming Party (which consent shall not be unreasonably withheld, conditioned or delayed) unless the judgment or proposed settlement involves only the payment of money damages by the Indemnifying Securityholders, unless such settlement provides solely for monetary damages does not impose an injunction or other monetary paymentsequitable relief upon the Claiming Party, and includes, as an unconditional term thereof, 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. (iii) The Indemnified Upon resolution of any Third-Party Claim pursuant to this Section 8.2(b), Parent will be entitled to recover first from the General Indemnity Escrow Account (and upon such resolution, Parent and the Securityholders’ Representative shall promptly (and in any event within two Business Days) deliver a joint written instruction to the Escrow Agent to release from the General Indemnity Escrow Account the lesser of (x) the amount to which Parent is entitled in connection with such Third-Party Claim and (y) the amount remaining in the General Indemnity Escrow Account), and then set off against any Milestone Payment that is actually earned and payable (and not yet paid) pursuant to Section 1.15 and in accordance with Section 8.8, if any, or, following the release of the General Indemnity Escrow Amount, demand payment in cash from the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and, regardless of which party has control thereof Securityholders as provided for herein, shall keep each other reasonably advised with respect theretoin Section 8.8.

Third Party Claims. (ia) With respect to any Third Party ClaimsExcept as hereinafter provided, the Indemnifying Party may elect to engage counsel to defend a Third Party Claim by providing notice to the Claimant not later than fifteen (15) business days following delivery by the Claimant to the Indemnifying Party of a notice of a Third Party Claim. The Indemnifying Party will cause such counsel to consult with the Claimant, as appropriate, as to the defense of such claim, and the Claimant may, at its own expense, participate in such defense, but in the case of such election the Indemnifying Party shall control such defense. The Indemnifying Party will cause such counsel so engaged to keep the Claimant informed at all times of the status of such defense. (i) Notwithstanding the provisions of Section 4.5(a), the Claimant shall have the right to engage counsel and to control the defense of a Third Party Claim if the Indemnifying Party shall not have notified the Claimant of its appointment of counsel and control of the defense of a Third Party Claim pursuant to Section 4.5(a) within the time period therein provided or if the Indemnifying Party, in the reasonable opinion of Claimant, fails to diligently contest the Third Party Claim. The Claimant shall, in such case, cause counsel to consult with the Indemnifying Party, as appropriate, as to the conduct of such defense and the Indemnifying Party may, at its own expense, participate in such defense but the Claimant shall control such defense. The Claimant will cause such counsel so engaged to keep the Indemnifying Party informed at all times of the status of such defense. (ii) Notwithstanding the engagement of counsel by the Indemnifying Party, the Claimant shall have the right, at its expense and at its electionown expense, to assume control of the negotiation, settlement and defense of the Claim through engage counsel of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, participate jointly with the Indemnifying Party shall reimburse in the Indemnified defense of a Third Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of Claim if (x) the Third Party Claim involves remedies other than monetary damages and such remedies, in the Claimant's reasonable judgment, could have an adverse effect on the conduct of the Claimant's business or thirty days (y) the Third Party Claim relates to acts, omissions, conditions, events or other matters occurring after the indemnification obligation arisesClosing Date as well as to acts, failing which omissions, conditions, events or other matters occurring prior to the Closing Date or (z) the Third Party Claim involves a claim by the Buyer for monetary damages and the amount claimed is either subject to the Seller's Basket or in excess of the Seller's Cap or the Third Party Claim involves a claim by the Seller for monetary damages and the amount claimed is either subject to the Buyer's Basket or in excess of the Buyer's Cap. (iii) If the Claimant chooses to exercise its right to appoint counsel under this Section 4.5(b), the Claimant shall deliver notice thereof to the Indemnifying Party shall setting forth in reasonable detail why it believes that it has such right and the name of the counsel it proposes to employ. The Claimant may deliver such notice at any time that the conditions to the exercise of such right appear to be deemed to have elected not to assume such control. If fulfilled, it being recognized that in the Indemnifying Party elects to assume such controlcourse of litigation, the Indemnified Party scope of litigation and the amount at stake may change. The Claimant shall thereupon have the right to be informed and consulted with respect to the negotiation, settlement or defenses of appoint such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the counsel. (i) The Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If may settle any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If solely involving monetary damages only if the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, settlement is less than the amount which was to be paid entirely by the Indemnifying Party pursuant to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Partythis Section 4. (ii) If The Indemnifying Party will not enter into a settlement of a Third Party Claim which involves a non-monetary remedy or which will not be paid entirely by the Indemnifying Party fails pursuant to assume control this Section 4 or if such settlement does not include an unconditional release of the defense of, or having assumed such control fails to defend, Claimant from all liability on any Third Party Claim, claims that are the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control subject matter of the negotiationclaim without the written consent of the Claimant, settlement or defense of any Third Party Claim, the Indemnifying Party which consent shall not settle any be unreasonably withheld or delayed. (iii) The Claimant will not enter into a settlement of a Third Party Claim without the written consent of the Indemnified Indemnifying Party, which consent shall not be unreasonably withheld, conditioned withheld or delayed, unless the Claimant agrees not to seek indemnification for such settlement provides solely for monetary damages or other monetary paymentsclaim. (iiiiv) The Indemnified As to any Third Party Claim of the type described in subsection (ii)(y) or subsection (ii)(z) of Section 4.5(b), the Claimant and the Indemnifying Party shall cooperate fully consult as to any proposed settlement. If the Claimant notifies the Indemnifying Party that it wishes to accept a bona fide proposed settlement and the Indemnifying Party is unwilling to do so, if the amount for which the Third Party Claim is ultimately resolved is greater than the amount for which the Claimant desired to settle, then the Claimant shall be liable only for the amount of the settlement, if any, which it would have paid had the Third Party Claim been settled as proposed by the Claimant. (v) In determining whether to accept or reject any settlement proposal, each party shall act in good faith and with each other with respect due regard for the reasonable commercial and financial interests of the other. (d) The parties shall use commercially reasonable efforts to minimize Seller's Losses or Buyer's Losses, as the case may be, from Third Party Claims andand shall act in good faith in responding to, regardless of which party has control thereof defending against, settling or otherwise dealing with such Third Party Claims, notwithstanding any dispute as provided for hereinto liability as between the parties under this Section 4. The parties shall also cooperate in any such defense, shall keep give each other reasonably advised with respect theretoreasonable access to all information relevant thereto and make employees and other representatives available on a mutually convenient basis to provide additional information and explanation of any material provided in connection therewith.

Third Party Claims. (i) With respect As used herein, “Indemnified Party” shall refer either to Buyer or the Allianz Entities, as applicable, and “Indemnifying Party” shall refer to the party obligated hereunder to indemnify such Indemnified Party. In the event that any of the Indemnified Parties is made a defendant in or party to any Third action or proceeding, judicial or administrative, instituted by any third party, or in the event that a claim is made by any third party against any of the Indemnified Parties, for any matter the liability, costs or expenses of which are Losses for which the Indemnified Party Claims, is entitled to indemnification by the Indemnifying Party shall have the rightpursuant to Section 11.02 above (any such third party claim, at its expense and at its election, action or proceeding being referred to assume control of the negotiation, settlement and defense of the Claim through counsel of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (cas a “Third Party Claim”), as the case may be. In such event, Indemnified Party shall give the Indemnifying Party shall reimburse prompt written notice thereof (a “Third Party Claim Notice”), including, in reasonable detail, the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election identity of the Indemnifying Party to assume such control shall be made within third party and the latter of 90 days of receipt of notice nature and amount of the Third Party Claim or thirty days after Claim. The failure to give such notice shall not affect any Indemnified Party’s ability to seek reimbursement unless such failure has materially prejudiced the indemnification obligation arises, failing which the Indemnifying Party’s ability to defend successfully a Third Party Claim. The Indemnifying Party shall be deemed entitled, upon written notice delivered to have elected not the Indemnified Party, to assume control the defense and settlement of such controlThird Party Claim, subject to the further provisions of this Section 11.03 and provided that the Indemnifying Party diligently contests and defends such Third Party Claim. If the Indemnifying Party elects has so elected to assume such control, control the Indemnified Party shall have the right to be informed defense and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right be entitled at any time, at its own cost and expense (which expense shall not constitute a Loss), to consent, settle or pay the amount claimed, participate in which case such defense and settlement and to be represented by attorneys of its own choosing; and if the Indemnifying Party shall be responsible for paying any does not so elect to control the defense and settlement of such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not settle be entitled at any time, at its own cost and expense, to participate in such defense and settlement and to be represented by attorneys of its own choosing. The Indemnified Party and the Indemnifying Party shall in any event cooperate with one another in the defense of any Third Party Claim and provide to the other such documents and information as are reasonably requested in connection therewith. Neither the Indemnified Party nor the Indemnifying Party may concede, settle or compromise any Third Party Claim as to which the other party will have any liability without the prior written consent of the Indemnified Partysuch other party, which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned. Notwithstanding the foregoing, unless (i) if a Third Party Claim seeks equitable relief or (ii) if the subject matter of a Third Party Claim relates to the ongoing business of any of the Indemnified Parties, which Third Party Claim, if decided against any of the Indemnified Parties, would materially adversely affect the ongoing business of any of the Indemnified Parties, then the Indemnified Parties shall have the right to control the defense and settlement of such settlement provides solely for monetary damages or other monetary payments. (iii) The Indemnified Party and claim, but the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims andnot be liable for any Losses arising from any settlement thereof effected without its consent, regardless of which party has control thereof as provided for herein, consent shall keep each other reasonably advised with respect theretonot be unreasonably withheld.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any action, suit, claim or other Proceeding made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party prompt written notice thereof (a “Claim Notice”). The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. The Claim Notice shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that, notwithstanding the foregoing, the Indemnifying Party will not be entitled to control, and the Indemnified Party will be entitled to have control over, the defense or settlement of any Third Party Claim (and the reasonable cost of such defense and any Losses with respect to such Third Party Claim shall constitute an amount for which the Indemnified Party is entitled to indemnification hereunder to the extent constituting indemnifiable Losses hereunder) if (i) With respect to the Third Party Claim involves a criminal or quasi-criminal proceeding, action, indictment, allegation or investigation, (ii) the Third Party Claim seeks injunctive relief or other non-monetary equitable relief, (iii) the Third Party Claim, if adversely determined, could result in suspension or debarment of Purchaser by a Governmental Authority, or (iv) the Indemnified Party has been advised in writing by legal counsel that a conflict of interest exists which, under applicable principles of legal ethics, would prohibit a single legal counsel from representing both the Indemnified Party and the Indemnifying Party in such Third Party Claim. In the event that the Indemnifying Party assumes the defense of any Third Party ClaimsClaim, subject to this Section 8.05(a), the Indemnifying Party shall have the right to take such action as it deems reasonably necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right, at its expense own cost and at its electionexpense, to assume control of participate in the negotiation, settlement and defense of the Claim through counsel of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the any Third Party Claim or thirty days after the indemnification obligation arises, failing which with counsel selected by it subject to the Indemnifying Party shall be deemed Party’s right to have elected not to assume such controlcontrol the defense thereof. If the Indemnifying Party elects not to assume compromise or defend such controlThird Party Claim or fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, the Indemnified Party shall have the right may, subject to be informed and consulted with respect to the negotiationthis Section 8.05(a), settlement or defenses of pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Third Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Claim. The Indemnifying Party and the Indemnified Party and a representation of both shall cooperate with each other in all reasonable respects in connection with the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, including making available (subject to the Indemnifying Party shall not settle any provisions of Section 6.02) records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the written consent Indemnifying Party, employees of the Indemnified Party, which consent shall not Party as may be unreasonably withheld, conditioned or delayed, unless reasonably necessary for the preparation of the defense of such settlement provides solely for monetary damages or other monetary payments. (iii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect theretoClaim.

Third Party Claims. (i) With respect to any In the event an Indemnified Party becomes aware of a claim by a third party (a “Third Party Claims, Claim”) the Notifying Party shall give the Indemnifying Party shall have the right, at its expense and at its election, to assume control prompt written notice of the negotiation, settlement and defense of the such Third Party Claim through counsel of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the (a “Third Party Claim is covered by Section 8.1(b) or (cNotice”), as which Third Party Claim Notice shall be in writing and shall set forth in reasonable detail: (i) the case may be. In such eventLosses asserted against, incurred, sustained or suffered by the Indemnified Party; (ii) specify in reasonable detail why the Indemnified Party is entitled to indemnification from the Indemnifying Party shall reimburse for such Losses; (iii) the facts giving rise to such Third Party Claim and the amount or the method of computation of the amount of Losses of such Third Party Claim (if then known) included in the amount so stated; (iv) the date insofar as practicable each such item that has been or may be paid, incurred or sustained; (v) the provisions of this Agreement to which such item is related; and (vi) the amount of consideration sought to be delivered to the Indemnified Party in compensation for all such Losses as of the date of such Third Party Claim Notice, to the extent known. The failure to give such Third Party Claim Notice shall not affect any Indemnified Party's reasonable out-of-pocket expenses as a result of ’s ability to seek indemnification hereunder unless, and only to the extent that, such assumption. The election of failure has prejudiced the Indemnifying Party’s ability to defend successfully a Third Party Claim. Thereafter, the Notifying Party will give the Indemnifying Party, promptly after the Notifying Party’s (or Indemnified Parties’, as applicable) receipt or delivery thereof, copies of all documents (including court papers) received or delivered by the Notifying Party (or Indemnified Party, as applicable) relating to assume any such control Third Party Claim. (ii) The Indemnifying Party shall be made respond, in writing, to such Third Party Claim Notice within the latter of 90 fifteen (15) Business days of after receipt of notice of the Third Party Claim Notice (or thirty days after within the indemnification obligation arisesshorter period, failing if any, during which a defense must be commenced for the Indemnifying Party shall be deemed to have elected not preservation of rights), stating whether it agrees to assume such control. If the Indemnifying Party elects obligation to assume such control, indemnify the Indemnified Party shall have pursuant to the right to be informed and consulted terms of this Agreement with respect to the negotiation, settlement or defenses of such Third Party Claim and will agree to retain counsel to act on its behalf, but the fees contest and disbursements of defend such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled or whether it refuses to assume such control, and the Indemnifying Party shall be bound by the results obtained by obligation to indemnify the Indemnified Party with respect to the such Third Party Claim and/or to contest and defend such Third Party Claim. . (iii) If any Indemnifying Party agrees to accept the obligation to indemnify the Indemnified Party with respect to such Third Party Claim is of a nature and defend and contest such that Third Party Claim, then the Indemnifying Party shall be entitled to contest and defend such Third Party Claim by so stating in its response. Reputable attorneys reasonably acceptable to the Indemnified Party is required employed by applicable Law the Indemnifying Party shall conduct such contest and defense. The Indemnified Party shall be entitled at any time, at its own cost and expense (which expense shall not constitute Losses), to make a payment participate in such contest and defense and to any Person (a "Third Party") with respect be represented by attorneys of its or their own choosing. If the Indemnified Party elects to the Third Party Claim before the completion of settlement negotiations or related legal proceedingsparticipate in such defense, the Indemnified Party may make shall cooperate with the Indemnifying Party in the conduct of such defense and shall defer to the judgment of the attorneys employed by the Indemnifying Party. Notwithstanding the foregoing, if (i) the Indemnified Party reasonably determines that there is a conflict of interest that prevents the Indemnifying Party from adequately representing the Indemnified Party’s interests with respect to a Third Party Claim, (ii) a Third Party Claim seeks relief other than the payment of monetary damages, (iii) the subject matter of a Third Party Claim relates to the ongoing business of the Indemnified Party, which Third Party Claim, if decided against the Indemnified Party, would adversely affect the ongoing business or reputation of the Indemnified Party or (iv) the Indemnified Party would not be fully indemnified with respect to such Third Party Claim, then, in each such case, the Indemnified Party alone shall be entitled to contest, defend and settle such Third Party Claim in the first instance and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Partylimitations set forth in this Article 7 with respect to indemnification, reimburse the Indemnified Party for its reasonable out of pocket costs and expenses (including reasonable fees of outside counsel) for such payment. If the amount contest, defense or settlement of any liability of the Indemnified Party under the such Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying PartyClaim. (iiiv) If the Indemnifying Party fails agrees to accept the obligation to indemnify the Indemnified Party with respect to Losses incurred in connection with such Third Party Claim but either does not elect to assume control or is prevented from assuming the defense of such Third Party Claim within the time period set forth, the Indemnified Party shall defend such Third Party Claim through counsel chosen by it at its own expense (and with the right of the Indemnified Party for indemnification of such expenses in accordance with this Article 7), provided the Indemnified Party will not admit to any liability or concede, settle or compromise any such Third Party Claim without the prior written consent of the Indemnifying Party (which consent will not be unreasonably withheld, conditioned or delayed). If the Indemnifying Party does not assume the defense ofof a Third Party Claim, the Indemnifying Party shall, at its own expense, cooperate with the Indemnified Party in such defense and make available to the Indemnified Party all witnesses, pertinent records, materials and information in the Indemnifying Party’s possession or having assumed such under the Indemnifying Party’s control fails to defend, relating thereto as is reasonably required by the Indemnified Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall have shall, at the exclusive right to consentIndemnifying Party’s expense, settle or pay the amount claimed, in which case cooperate with the Indemnifying Party shall be responsible for paying any in such Claim ordefense and make available to the Indemnifying Party all witnesses, if paid by pertinent records, materials and information in the Indemnified Party, reimbursing ’s possession or under the Indemnified Party. Whether or not ’s control relating thereto as is reasonably required by the Indemnifying Party. (v) If the Indemnifying Party assumes control of the negotiation, settlement or defense of any a Third Party Claim: (i) the Indemnified Party will not admit to any liability, the Indemnifying Party shall not or concede, settle or compromise any such Third Party Claim without the prior written consent of the Indemnified Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary payments. ; and (iiiii) The Indemnified Party and the Indemnifying Party shall cooperate fully with each other with respect to will not settle or compromise any Third Party Claims andClaim, regardless without the prior written consent of the Indemnified Party (which party has control thereof as provided for hereinconsent will not be unreasonably withheld, shall keep each conditioned or delayed), if such compromise or settlement: (A) seeks relief other than the payment of monetary damages, (B) the subject matter of a Third Party Claim relates to the ongoing business of the Indemnified Party, which Third Party Claim, if decided against the Indemnified Party, would place a material limitation on the future operations of the Indemnified Party, (C) affects in a manner materially adverse to the Indemnified Party any other Third Party Claim that reasonably advised with respect thereto.may be expected to be made against such Person or (D) does not release the Indemnified Party (including the Notifying Party) from all liability regarding such Third Party Claim, other than any liability being satisfied by the Indemnifying Party hereunder

Third Party Claims. If any claim or demand in respect of which any Silgan Indemnitee or the Selling Parties might seek indemnity under this Article X is asserted against the Damaged Party by a Person other than a Party (i) With respect to any a "Third Party ClaimsClaim") prior to the expiration of the applicable survival period, the Indemnifying Damaged Party shall have give written notice and the right, at its expense and at its election, to assume control details thereof including an estimate of the negotiationclaimed Losses, settlement copies of all relevant pleadings, documents and defense of the Claim through counsel of its choice reasonably acceptable information to the other party; provided, that it irrevocably agrees that Responsible Party within thirty (30) days following the Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice assertion of the Third Party Claim or thirty days after against the indemnification obligation arises, failing which Damaged Party (to the Indemnifying extent available at such date); provided that no delay on the part of the Responsible Party in notifying the Responsible Party shall be deemed to have elected not to assume such controlrelieve the Responsible Party from any obligation hereunder except if the Responsible Party is materially prejudiced thereby. If the Indemnifying Party elects to assume such control, the Indemnified The Responsible Party shall have the sole right to be informed and consulted with respect to the negotiation, settlement or defenses of defend and/or settle such Third Party Claim and by all appropriate proceedings, which proceedings will be prosecuted to retain counsel a final conclusion or will be settled at the sole discretion of the Responsible Party as long as the Responsible Party agrees in writing that the Damaged Party is entitled to act on its behalf, but the fees and disbursements of such counsel shall be paid indemnification by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Responsible Party for such payment. If action; provided, however, that the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Responsible Party shall not settle enter into any Third settlement that imposes injunctive or other equitable relief against the Damaged Party Claim without or does not fully and finally release the written consent of Damaged Party from all liability, unless consented to by the Indemnified Damaged Party, which consent shall not be unreasonably withheld, conditioned delayed or delayed, unless such settlement provides solely for monetary damages or other monetary payments. (iii) conditioned. The Indemnified Party and the Indemnifying Damaged Party shall cooperate fully with each other with respect in such defense, including by making available to the Responsible Party all books, records, documents and personnel within the Damaged Party's control or that it can reasonably obtain relating to the Third Party Claims andClaim. The Damaged Party, regardless at its expense, may participate in, but not control, any defense or settlement of any Third Party Claim conducted by the Responsible Party pursuant to this Section 10.6(a), provided, however, that if the Responsible Party elects not to defend a Third Party Claim, the Damaged Party shall have the right to defend and/or settle such Third Party Claim provided that it acts in good faith in connection therewith. Notwithstanding anything to the contrary, if there is an accrual on Schedule 1.1(B) for any Third Party Claim to which party has control thereof as any of the Silgan Indemnitees is seeking indemnification pursuant to this Article X, then the applicable Silgan Indemnitee shall have the sole right to defend and/or settle such Third Party Claim, provided for hereinthat it shall not settle such Third Party Claim in an amount in excess of such accrual without the prior consent of the applicable Selling Party, shall keep each other reasonably advised with respect theretonot to be unreasonably withheld, conditioned or delayed.

Third Party Claims. (i) With In the event that any Legal Proceedings shall be instituted against an Indemnified Party or that any claim or demand shall be asserted by any third party against an Indemnified Party in respect to of which indemnification may be sought under Section 7.2 (a “Third Party Claim”), such Indemnified Party shall promptly (but no later than 30 days after becoming aware of the Third Party Claim) provide written notice of the assertion of any Third Party ClaimsClaim of which it has knowledge that is covered by this indemnity to the Indemnifying Party. The failure of the Indemnified Party to give timely notice of any Third Party Claim shall not release, waive or otherwise affect the Indemnifying Party’s obligations with respect thereto except to the extent that the Indemnifying Party is actually and materially prejudiced as a result of such failure. The notice of the Third Party Claim shall (1) describe the Third Party Claim in reasonable detail (to the extent known), (2) include copies of all material written evidence thereof (to the extent then available), (3) indicate, if reasonably determinable, the estimated amount of the Losses that have been or may be sustained by the Indemnified Party and the method of computation of such Losses (if possible), and (4) include references to the provisions of this Agreement applicable to such Third Party Claim. (ii) The Indemnifying Party shall have 30 days after receipt of such notice relating to a Third Party Claim (unless such Legal Proceeding requires a response before the rightexpiration of such 30-day period) to elect, at its expense and at its electionby delivering written notice of such election to the Indemnified Party, to assume control of the negotiation, settlement and defense of the Claim through Third Party Claim, at its sole expense, represented by counsel of its choice choice, which must be reasonably acceptable satisfactory to the other partyIndemnified Party, and to defend against, negotiate, settle or otherwise deal with any Third Party Claim, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the permit such Indemnified Party for all to participate in such settlement or defense (provided that the Indemnified Party's reasonable out-of-pocket fees and expenses as a result of such assumption. The election of counsel shall not be borne by the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed to have elected not to assume such controlParty). If the Indemnifying Party elects fails to notify the Indemnified Party of its election as herein provided, contests its obligation to indemnify an Indemnified Party, or otherwise does not assume such controlcontrol of the defense of a Third Party Claim, the Indemnified Party shall have the right to be informed and consulted may defend against, negotiate, settle or otherwise deal with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents Claim. Notwithstanding anything to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of timecontrary in this Agreement, the Indemnified Party shall be entitled to engage counsel of its choice and assume such controlthe defense of or otherwise control the handling of a Third Party Claim, and in each case, at the reasonable expense of the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person if (a "Third Party"i) with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid so requested by the Indemnifying Party Party, (ii) in the good faith reasonable written opinion of counsel to the Indemnified Party, an unresolvable conflict or potential conflict (as determined by the conflicts of interest rules restricting attorney conduct in the applicable jurisdiction) exists between the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to and the Indemnifying Party, (iii) such Third Party Claim is brought by a Governmental Body and could result in criminal liability, (iv) such Third Party Claim is asserted directly by or on behalf of a material supplier or customer of the Business after Closing, (v) such Third Party Claim seeks an injunction or other equitable relief, (vi) the Third Party Claim is reasonably likely to result in an amount of Losses that exceeds the amount for which the Indemnifying Party is responsible to indemnify the Indemnified Party hereunder or has the ability to pay, if such claim was unfavorably decided against such Indemnified Party, or (vii) the assumption of the defense by the Indemnifying Party would cause Purchaser to lose coverage under the R&W Insurance Policy. (iiiii) If the Indemnifying The Party fails to assume control of not controlling the defense ofof a Third Party Claim (the “Non-Controlling Party”) agrees to provide reasonable access to the Party controlling such defense (the “Controlling Party”) to such documents and information in the Non-Controlling Party’s possession as may be reasonably requested by the Controlling Party in connection with the defense, negotiation or having assumed settlement of any such control fails to defend, any Third Party Claim, . Notwithstanding anything in this Section 7.5 to the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claimcontrary, the Indemnifying Party shall not settle any Third Party Claim not, without the prior written consent of the Indemnified Party, which settle or compromise any Third Party Claim or permit a default or consent shall not be unreasonably withheldto entry of any judgment unless (A) the claimant (or claimants) provides to the Indemnified Party an unqualified release from all Liability in respect of the Third Party Claim, conditioned or delayed, unless (B) such settlement provides or compromise: (I) involves solely for monetary damages the payment of money damages, (II) does not impose any restriction, injunction or other monetary payments. equitable relief against the Indemnified Party, (iiiIII) The does not include or require a finding or admission of any wrongdoing by the Indemnified Party and Party, or (IV) does not materially damage, limit or hinder future operations of the Indemnifying Party shall cooperate fully with each other Business, or (C) the amount of such settlement or compromise with respect to such Third Party Claims andClaim, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect theretoto Taxes, could not reasonably be expected to be material to the Indemnified Party.

Third Party Claims. (i) With respect In the event that any written claim or demand for which an Indemnifying Party may be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event later than fifteen (15) days following such Indemnified Party’s receipt of such claim or demand (including a copy of any related written third party demand, claim or complaint) (the “Third Party ClaimsClaim”), deliver a Claim Notice to the Indemnifying Party. The failure of an Indemnified Party to timely deliver the Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this Article XII except to the extent that the Indemnifying Party is materially prejudiced by such failure. If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party shall have be entitled to participate therein and, to the right, at its expense and at its electionextent that the Indemnifying Party shall wish, to assume control of the negotiationdefense thereof, settlement and defense of and, after notice from the Claim through counsel of its choice reasonably acceptable Indemnifying Party to the other party; provided, that it irrevocably agrees that Indemnified Party of such election to so assume the Claim is covered by Section 8.1(b) or (c), as the case may be. In such eventdefense thereof, the Indemnifying Party shall reimburse not be liable to the Indemnified Party for all any legal expenses of other counsel or any other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; provided that the Indemnifying Party will pay the legal expenses of the Indemnified Party's reasonable out-of-pocket expenses as ’s separate counsel if, in the Indemnified Party’s good faith judgment, it is advisable, based on advice of counsel, for the Indemnified Party to be represented by such separate counsel because a result of such assumption. The election of conflict exists between the Indemnifying Party to assume such control and the Indemnified Party. The Indemnified Party shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which cooperate fully with the Indemnifying Party shall be deemed to have elected not to assume and its counsel in the defense against any such controlThird Party Claim. If the Indemnifying Party elects to assume such control, the The Indemnified Party shall have the right to be informed and consulted with respect to participate at its own expense in the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, . Neither the Indemnifying Party Party, on the one hand, nor the Indemnified Party, on the other hand, shall not settle admit liability to, or settle, compromise or discharge any Third Party Claim without the written prior consent of the Indemnified Party, other Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided, unless however, that the Indemnifying Party may settle, compromise or discharge any Third Party Claim, the defense of which was assumed by the Indemnifying Party, if such settlement provides solely for monetary damages Third Party Claim does not impose equitable remedies or other monetary payments. (iii) The any obligation on the Indemnified Party and provides only for the payment of monetary damages, includes an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third Party Claim, and the Indemnified Party would not have any further liability thereunder. In the event the Indemnifying Party elects not to defend any Third Party Claim, the Indemnified Party shall defend against such Third Party Claim in good faith and in a commercially reasonable manner at the cost and expense of the Indemnifying Party, and the Indemnifying Party shall cooperate fully with each other with respect have the right to Third Party Claims and, regardless of which party has control thereof as provided for herein, shall keep each other reasonably advised with respect theretoparticipate in such defense at its own expense.

Third Party Claims. (ia) With respect to Promptly, and in any Third Party Claimsevent within thirty (30) days, after the Indemnifying Party shall have the right, at its expense and at its election, to assume control of the negotiation, settlement and defense of the Claim through counsel of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered receipt by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the any Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the commencement of any Action by or involving a third party (such Action, a “Third Party Claim or thirty days after the indemnification obligation arises, failing Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, such Indemnified Party shall, if a claim with respect thereto is to be made against any Indemnifying Party, give such Indemnifying Party written notice of such Third Party Claim in reasonable detail in light of the circumstances then known to such Indemnified Party, including, if known, the amount or estimated amount of damages sought thereunder to the extent ascertainable, any other remedy sought thereunder and any relative time constraints, together with a copy of the written notification of such Third Party Claim; provided, however, that the failure of the Indemnified Party to provide such notice within such time period shall be deemed not relieve the Indemnifying Party of its obligations under this Article XII, except to have elected the extent (and only to the extent) that such failure to give notice shall prejudice any defense or claim available to the Indemnifying Party. (b) The Indemnifying Party may assume and control the defense of any Third Party Claim with counsel reasonably satisfactory to the Indemnified Party, at the Indemnifying Party’s sole expense and the Indemnified Party shall cooperate in good faith in such defense; provided, however, that the Indemnifying Party may not continue to assume such controlcontrol of the defense of any Third Party Claim if the Indemnifying Party has failed or is failing to diligently defend in good faith the Third Party Claim. If the Indemnifying Party elects assumes the defense of any Third Party Claim, subject to assume Section 12.10(c) it shall have the right to take such controlaction as it deems necessary to avoid, dispute, defend or appear or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. (c) If the Indemnifying Party assumes the defense of a Third Party Claim, it may settle, compromise, or discharge such Third Party Claim unless the settlement entails an admission of liability on the part of any Indemnified Party or the imposition of injunctive relief on the Indemnified Party or the settlement does not include an unconditional release of each Buyer Indemnified Party or Seller Indemnified Party, as applicable, from all Losses with respect to such Third Party Claim; otherwise, in either such case, the consent (such consent not to be unreasonably withheld, conditioned or delayed) of the Indemnified Party to such settlement, compromise, or discharge shall be required and the Indemnified Party shall have the right (but not the obligation) to be informed and consulted with respect to participate in the negotiation, settlement or defenses defense of such Third Party Claim and to retain employ, at its own expense, counsel separate from counsel employed by the Indemnifying Party, subject to act on its behalfthe Indemnifying Party’s right to control the defense of the Third Party Claim, but except that the fees fees, costs and disbursements expenses of such one counsel and, if necessary, local counsel shall be paid by at the Indemnified Party unless expense of the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both if the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and a counsel to the Indemnifying Party shall have reasonably determined that representation of both the Indemnifying Party and the Indemnified Party parties by the same such counsel would be inappropriate violate applicable ethical standards due to the actual or potential differing interests conflicts of interest between them (such as the availability of different defenses)them. If the Indemnifying Party, having elected Party does not assume the defense or if the Indemnifying Party has failed or is failing to assume such control, thereafter fails to diligently defend in good faith the Third Party Claim within a reasonable period of timeClaim, the Indemnified Party shall be entitled then, subject to assume such controlthis Article XII, and the Indemnifying Party shall be bound by liable for the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is reasonable fees, costs and expenses of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedingsone counsel and, the Indemnified Party may make such payment and the Indemnifying Party shallif necessary, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party local counsel to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (iid) If Whether or not the Indemnifying Party fails to assume control of shall have assumed the defense of, or having assumed such control fails to defend, any of a Third Party Claim, the Indemnified Party shall have the exclusive right to consentnot admit any liability with respect to, settle settle, compromise or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim or, if paid by the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, the Indemnifying Party shall not settle discharge any Third Party Claim without the prior written consent of the Indemnified Indemnifying Party, which such consent shall not to be unreasonably withheld, conditioned or delayed, unless such settlement provides solely for monetary damages or other monetary payments. (iiie) The Indemnified Party and the Indemnifying Each Party shall cooperate fully with each other with respect cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claims andClaim, regardless including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of which actual out-of-pocket expenses) to the defending Party, management and employees of the non-defending party has control thereof as provided may be reasonably necessary for hereinthe preparation of the defense of such Third Party Claim. Any consent to be given by the Buyer Indemnified Parties under this Section 12.10 shall be given by Buyer acting on behalf of the Buyer Indemnified Parties, and any consent to be given by Seller Indemnified Parties under this Section 12.10 shall keep each other reasonably advised with respect theretobe given by Seller acting on behalf of Seller Indemnified Parties.

Third Party Claims. (i) With respect In the event that any written claim or demand for which an Indemnifying Party may be liable to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a third party, such Indemnified Party shall promptly, but in no event later than fifteen (15) days following such Indemnified Party’s receipt of such claim or demand (including a copy of any related written third party demand, claim or complaint) (the “Third Party ClaimsClaim”), deliver a Claim Notice to the Indemnifying Party shall have the right, at its expense and at its election, to assume control of the negotiation, settlement and defense of the Claim through counsel of its choice reasonably acceptable to the other party; provided, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party to assume such control shall be made within the latter of 90 days of receipt of notice of the Third Party Claim or thirty days after the indemnification obligation arises, failing which the Indemnifying Party shall be deemed relieved of its obligations to have elected not to assume such control. If the Indemnifying Party elects to assume such control, the Indemnified Party shall have the right to be informed and consulted with respect to the negotiation, settlement or defenses of such Third Party Claim and to retain counsel to act on its behalf, but the fees and disbursements of such counsel shall be paid by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and the Indemnifying Party shall be bound by the results obtained by indemnify the Indemnified Party with respect to the such Third Party ClaimClaim if the Indemnified Party fails to timely deliver the Claim Notice and the Indemnifying Party is materially prejudiced thereby. If any a Third Party Claim is of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the made against an Indemnified Party, reimburse the Indemnified Party for such payment. If the amount of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. (ii) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have the exclusive right to consent, settle or pay the amount claimed, in which case the Indemnifying Party shall be responsible for paying any such Claim orentitled to participate therein and, if paid by to the Indemnified Party, reimbursing the Indemnified Party. Whether or not the Indemnifying Party assumes control of the negotiation, settlement or defense of any Third Party Claim, extent that the Indemnifying Party shall not settle any Third wish, to assume the defense thereof with counsel of its own choosing if (i) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party and it gives notice of its intention to assume the defense thereof with counsel of its own choosing within thirty (30) days after the receipt of such Claim without Notice from the Indemnified Party (provided, however, that the Indemnifying Party’s retention of counsel shall be subject to the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed), unless such settlement provides solely for monetary damages or other monetary payments. (ii) the Third Party Claim does not seek injunctive relief against an Indemnified Party, (iii) The the Indemnifying Party does not fail to conduct the defense of the Third Party Claim and (iv) (A) there does not exist a material conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of such defense and (B) there are not material defenses available to the Indemnified Party that are not available to the Indemnifying Party. After notice from the Indemnifying Party to the Indemnified Party of such election to so assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. The Indemnified Party shall reasonably cooperate fully with each other with respect to the Indemnifying Party and its counsel in the defense against any such Third Party Claims andClaim. The Indemnified Party shall have the right to participate at its own expense in the defense of any Third Party Claim. Neither the Indemnifying Party, regardless on the one hand, nor the Indemnified Party, on the other hand, shall admit liability to, or settle, compromise or discharge any Third Party Claim without the prior consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, the Indemnifying Party may settle, compromise or discharge any Third Party Claim, the defense of which party has control thereof as provided was assumed by the Indemnifying Party if such settlement, compromise or discharge provides only for hereinthe payment of monetary damages by the Indemnifying Party and a full and unconditional release of the Indemnified Party, which would have no liability thereunder. In the event the Indemnifying Party elects not to defend any Third Party Claim, the Indemnified Party shall keep each other reasonably advised with respect theretodefend against such Third Party Claim in good faith and in a commercially reasonable manner at the cost and expense of the Indemnifying Party, and the Indemnifying Party shall have the right to participate in such defense at its own expense.

Third Party Claims. (i) With respect to any The Indemnified Party shall give the Indemnifying Party written notice (a “Third Party ClaimsClaim Notice”, which may be part of an Indemnification Notice) of any claim, assertion or action by or in respect of a third party, including any civil, criminal, administrative, regulatory, investigative or arbitral proceeding (a “Third Party Claim”), as to which an Indemnified Party may claim indemnification hereunder or as to which the Losses Threshold may be applied, together with copies of all notices and documents (including court papers) served on or received by such Indemnified Party, as soon as is practicable and in any event within fifteen (15) days of the time that such Indemnified Party learns of such Third Party Claim; provided, however, that the failure to so notify the Indemnifying Party shall not affect the rights of the Indemnified Party to indemnification hereunder except to the extent that the Indemnifying Party (as such) is actually and materially prejudiced by such failure. The Indemnifying Party shall have the right, at its expense sole option and at expense, to participate in the defense of such Third Party Claim and, with respect to Third Party Claims which the Indemnifying Party has acknowledged in writing its electionobligation to provide indemnification for hereunder (subject to the limitations on indemnification set forth herein), to assume control of the negotiation, settlement and defense of the any Third Party Claim through that relates to any Losses, and to employ counsel of its choice choosing in connection therewith, which counsel shall be reasonably acceptable satisfactory to the other partyIndemnified Party; provided, however, that it irrevocably agrees that the Claim is covered by Section 8.1(b) or (c), as the case may be. In such event, the Indemnifying Party shall reimburse the Indemnified Party for all the Indemnified Party's reasonable out-of-pocket expenses as a result of such assumption. The election of the Indemnifying Party not be entitled to assume such control shall be made within the latter defense of 90 days of receipt of notice of any Third Party Claim (unless otherwise consented to in writing by Parent) if (A) the Third Party Claim relates to or arises in connection with an action, suit, proceeding or claim that is criminal in nature or being brought by a Governmental Authority, (B) the Third Party Claim seeks an injunction restricting the conduct of the Indemnified Party’s business, (C) the Third Party Claim has a reasonable likelihood of resulting in Losses that would exceed the remaining balance of the Escrow Fund, or (D) the Third Party Claim involves as a claimant a customer, client or supplier of the Indemnified Party or any Affiliate of the Indemnified Party. (ii) The Indemnifying Party shall have thirty (30) days after receipt of a Third Party Claim Notice (or such shorter period of time as may be necessitated by the indemnification obligation arises, failing which nature of such Third Party Claim and specified in the Third Party Claim Notice) to notify the Indemnified Party if the Indemnifying Party shall be deemed to have elected not to will assume the defense of such controlThird Party Claim. If the Indemnifying Party has the right to and elects to assume the defense of any Third Party Claim (or the Indemnified Party has consented to the Indemnifying Party’s assumption of such controldefense), (A) the Indemnified Party shall have the right right, but not the obligation, to be informed and consulted with respect to participate in the negotiation, settlement or defenses defense of such Third Party Claim and to retain employ separate counsel to act on of its behalfchoosing at its own expense; provided, but however, that the fees and disbursements expenses of such separate counsel shall be paid retained by the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them (such as the availability of different defenses). If the Indemnifying Party, having elected to assume such control, thereafter fails to defend the Third Party Claim within a reasonable period of time, the Indemnified Party shall be entitled to assume such control, and paid out of the Indemnifying Party shall be bound by Escrow Fund (in the results obtained by the Indemnified Party with respect to the Third Party Claim. If any Third Party Claim is case of a nature such that the Indemnified Party is required by applicable Law to make a payment to any Person (a "Third Party") with respect to the Third Party Claim before the completion of settlement negotiations or related legal proceedings, the Indemnified Party may make such payment and the Indemnifying Party shall, subject to the provisions of Section 8.1, Section 8.2 and Section 8.3, after demand by the Parent Indemnified Party, reimburse ) or by Parent (in the Indemnified Party for such payment. If the amount case of any liability of the Indemnified Party under the Third Party Claim in respect of which such payment was made, as finally determined, is less than the amount which was paid by the Indemnifying Party to the a Seller Indemnified Party, the Indemnified Party shall, promptly after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifying Party. ) if (iix) If the Indemnifying Party fails to assume control of the defense of, or having assumed such control fails to defend, any Third Party Claim, the Indemnified Party shall have reasonably concluded, on the exclusive right advice of outside legal counsel, that a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party, or (y) the Indemnified Party assumes the defense of a Third Party Claim after the Indemnifying Party has failed to consent, settle or pay diligently pursue such Third Party Claim and the amount claimed, in which case Indemnified Party has delivered notice of such failure to the Indemnifying Party; and (B) the Indemnifying Party shall be responsible for paying any (w) conduct the defense of such Third Party Claim or, if paid by with reasonable diligence and keep the Indemnified PartyParty reasonably informed of material developments in the Third Party Claim at all stages thereof, reimbursing (x) reasonably promptly submit to the Indemnified Party. Whether Party copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or not filed in connection therewith, (y) permit the Indemnifying Indemnified Party assumes control and its counsel to confer on the conduct of the negotiationdefense thereof, and (z) permit the Indemnified Party and its counsel an opportunity to review all legal papers to be submitted prior to their submission. (iii) Any compromise, settlement or defense offer of settlement of any Third Party Claim, Claim by the Indemnifying Party Sellers shall not settle any Third Party Claim without require the prior written consent of the Indemnified Party, Parent (which consent shall not be unreasonably withheld, conditioned or delayed). Any compromise, settlement or offer of settlement of any Third Party Claim by Parent or any of its Affiliates shall require the prior written consent of the Sellers (which consent shall not be unreasonably withheld, conditioned or delayed), unless (x) such compromise, settlement provides or offer solely for monetary damages involves the payment of money or other monetary payments(y) involves as a claimant a customer, client or supplier of Parent, the Company or any their Affiliates. (iiiiv) The Indemnified Party and If the Indemnifying Party shall cooperate fully with each other with respect fails to notify the Indemnified Party within thirty (30) days after receipt of a Third Party Claims andClaim Notice of its assumption of such Third Party Claim, regardless the Indemnified Party shall be entitled to assume the defense of which party has control thereof such Third Party Claim with the expenses of such defense to be paid out of the Escrow Fund (in the case of a Parent Indemnified Party) or by Parent (in the case of a Seller Indemnified Party), provided, however, that the Indemnifying Party may participate in the defense of such Third Party Claim (with the same rights as provided for herein, shall keep each other reasonably advised are set forth in clause (ii)(B) above) with respect theretoits own counsel at its own expense.