Common use of Third Party Claims Clause in Contracts

Third Party Claims. (i) 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 be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-Party Claims”), the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and 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 does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such 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 reimburse the Indemnifying Party for 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, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (i) Promptly after receipt by The Indemnifying Party shall have the right to conduct, at its sole cost and expense, the defense of a Third Party Claim, upon delivery of written notice to the Indemnified Party of notice of, or otherwise acquiring knowledge (the “Defense Notice”) within twenty (20) days after the Indemnifying Party’s receipt of the assertion ofClaim Notice (or sooner if the nature of the Third Party Claim so requires); provided that the 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 has not assumed the defense of any such Third Party Claim in accordance herewith. If the Indemnifying Party timely delivers a Defense Notice and thereby elects to conduct the defense of the Third Party Claim, any third party claim in respect of which (A) the Indemnifying Party shall keep the Indemnified Party reasonably believes it is reasonably likely apprised of all material developments with respect to be entitled such Third Party Claim and (B) the Indemnified Party will cooperate with and make available to indemnification from the Indemnifying Party under this Article 12 (“Third-such assistance and materials as the Indemnifying Party Claims”)may reasonably request, all at the sole expense of the Indemnifying Party, and the Indemnified Party shall promptly give notice thereof have the right at its expense to participate in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature defense assisted by counsel of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Partyits own choosing. (ii) The Indemnifying Party shall have the right not be entitled to assume control the defense of any such Third-Third Party Claim if (A) such Third Party Claim is with respect to a criminal proceeding, action, indictment, allegation or investigation, (B) it fails to actively and diligently conduct its defense of such Third Party Claim, (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a material conflict of interest between the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheld) Party and the Indemnified Party may, at its election 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 any of the foregoing circumstances and expense, participate in (but not control) the defense of such Third-Indemnified Party Claim. If has nonetheless permitted the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and to control the defense of such Third-Third Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of desires to so control such actiondefense, 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 shall be entitled to be indemnified against under this Article 12retain its own counsel, and the Indemnifying Party shall pay all costs incident the reasonable and documented fees and expenses of one counsel (in addition to the defense any required local counsel) 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 reimburse the Indemnifying Party for 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, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If The Indemnifying Party shall not, 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 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, (B) settle or compromise any Third Party Claim if the settlement imposes equitable or other non-monetary remedies or other obligations on the Indemnified Party 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 undertakes in accordance with the defense terms of any such Third-Party Claim this Agreement shall be settled or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, compromised by the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the prior written consent of the Indemnifying Party, which Party (such consent shall not to be unreasonably withheldconditioned, withheld or delayed).

Third Party Claims. (ia) Promptly after receipt by the Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, If any third party claim in respect of which the shall notify an Indemnified Party reasonably in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) and such Indemnified Party believes it is reasonably likely such claim would give rise to be entitled to a claim for indemnification from against the Indemnifying Party under this Article 12 (“Third-Party Claims”)VIII, then the Indemnified Party shall promptly give notice (i) notify the Indemnifying Party thereof in writing and (ii) transmit to the Indemnifying Party, specifying Party a written notice (“Claim Notice”) describing in reasonable detail the information then available regarding the amount and nature of Losses the Third Party Claim, a copy of all papers served with respect thereto; providedto such claim (if any), however, that and the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure to so notify the Indemnifying Party will shall not relieve the Indemnifying Party from any liability of its obligations hereunder except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure. (b) Upon receipt of a Claim Notice with respect to such Third-a Third Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall have the right to assume the defense of any such Third-Third Party Claim (with counsel of the Indemnifying Party’s choice, approved by its own choosing reasonably acceptable to the Indemnified Party, which approval right shall remain in effect if and for so long as the Indemnifying Party continues to diligently defend against such Action; provided, that in no event shall the Indemnifying Party be entitled to assume the defense of any Action if such Action (i) is with respect to a criminal proceeding, action, indictment, allegation or investigation or (ii) seeks an injunction or other equitable relief against any Indemnified Party. To the extent the Indemnifying Party is entitled to and elects to assume the defense of such Third Party Claim, the Indemnifying Party shall provide written notice of its intention to do so within thirty (30) days of its receipt of the Claim Notice. Upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall diligently defend such Action to a final non-appealable adjudication or settlement, provided, that, (i) any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party which consent shall not be unreasonably withheldwithheld or delayed, and (ii) and the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of such defense on a regular basis. (c) If requested by the Indemnifying Party and to the extent practicable, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim for which indemnity is sought under this Agreement, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement (except for its consent required under Section 8.02(b) above) of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 8.02(b), provided, that the Indemnifying Party shall be responsible for the reasonable fees and expenses of a separate counsel where there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Indemnifying Party and the position of such Indemnified Party. (d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within thirty (30) days of the Claim Notice, the Indemnified Party may, at its election and expenseoption, participate in (but not control) defend, settle, compromise or pay such Action or claim at the defense expense of such Third-Party Claim. If the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such 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; provided that, 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 reimburse the Indemnifying Party for all costs incident to the defense of any such Third-Party Claim, 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 compromise shall be made promptly following receipt of permitted hereunder only with the written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheldwithheld or delayed. (e) The indemnification required by this Section 8.02 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred.

Third Party Claims. (i) Promptly after receipt If a claim or demand is made by the Indemnified a Third-Party of notice ofagainst a SpinCo Indemnitee or a Parent Indemnitee (each, 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 be entitled to indemnification from the Indemnifying Party under this Article 12 an “Indemnitee”) (a “Third-Party ClaimsClaim”) as to which such Indemnitee is entitled to indemnification pursuant to this Agreement, such Indemnitee shall notify the Party which is or may be required pursuant to Section 4.1 or Section 4.2 hereof to make such indemnification (the “Indemnifying Party”) in writing, and in reasonable detail, of the Third-Party Claim promptly (and in any event prior to the date that is the 30th Business Day after receipt by such Indemnitee of written notice of the Third-Party Claim); provided, however, that failure to give such notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. (ii) Thereafter, the Indemnified Party Indemnitee shall promptly give notice thereof in writing deliver to the Indemnifying Party, specifying promptly (and in reasonable detail any event within 10 Business Days after the information then available regarding Indemnitee’s receipt thereof), copies of all notices and documents (including court papers) received by the amount Indemnitee relating to the Third-Party Claim. Notice under this Section 4.3 shall be provided in accordance with Section 8.6. (iii) Subject to Section 4.3(a)(v), if a Third-Party Claim is made against an Indemnitee, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses and irrevocably acknowledges without condition or reservation its obligation to fully indemnify the Indemnitee therefor, to assume the defense thereof with counsel reasonably acceptable to the Indemnitee. Should the Indemnifying Party so elect to assume the defense of a Third-Party Claim, the Indemnifying Party shall, within 30 days (or sooner if the nature of Losses the Third-Party Claim so requires), notify the Indemnitee of its intent to do so, and the Indemnifying Party shall thereafter not be liable to the Indemnitee for legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that such Indemnitee shall have the right to employ counsel to represent such Indemnitee if, in such Indemnitee’s reasonable judgment, (A) a conflict of interest between such Indemnitee and such Indemnifying Party exists in respect of such claim which would make representation of both such Parties by one counsel inappropriate, or (B) the Third-Party Claim involves substantially different defenses for the Indemnifying Party and the Indemnitee, and in such event the fees and expenses of such single separate counsel shall be paid by such Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, subject to the proviso of the preceding sentence, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the Indemnitee shall have given notice of the Third-Party Claim as provided above). Additionally, the Indemnifying Party will lose his, her or its right to defend such Third-Party Claim if within 30 days after receipt of written notice of such Third-Party Claim, it elects not to (or fails to elect to) defend such Third-Party Claim (or is not entitled to continue the defense of such Third-Party Claim) or it thereafter fails or ceases to defend such Third-Party Claim, diligently and in good faith, and in any such event, the Indemnitee will have the right to conduct and control the defense with counsel of his, her or its choice (the reasonable and documented out-of-pocket cost of which (including reasonable attorneys’ fees) will be an indemnifiable Loss) of such Third-Party Claim. (iv) If the Indemnifying Party shall have assumed the defense of a Third-Party Claim, in no event will the Indemnitee admit any liability with respect theretoto, or settle, compromise or discharge, any Third-Party Claim without the Indemnifying Party’s prior written consent; provided, however, that the failure Indemnitee shall have the right to so notify settle, compromise or discharge such Third-Party Claim without the consent of the Indemnifying Party will not relieve if the Indemnitee releases the Indemnifying Party from any liability its indemnification obligation hereunder with respect to such Third-Party ClaimClaim and such settlement, except to the extent, and only to the extent, that such failure has actually and materially prejudiced compromise or discharge would not otherwise adversely affect the Indemnifying Party. (ii) . The Indemnifying Party shall have not enter into any settlement, compromise or discharge of a Third-Party Claim without the right consent (not to be unreasonably withheld, conditioned or delayed) of the Indemnitee if the settlement (A) has the effect of permitting any injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly, against the Indemnitee, (B) does not completely release the Indemnitee from all Liabilities and obligations with respect to such claim, (C) includes a statement or admission of fault, culpability or failure to act by or on behalf of the Indemnitee, or (D) is otherwise prejudicial to the Indemnitee. If an Indemnifying Party elects not to assume the defense of any a Third-Party Claim, or fails to notify an Indemnitee of its election to do so as provided herein, such Indemnitee may compromise, settle or defend such Third-Party Claim; provided that the Indemnitee shall not compromise or settle 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 does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such 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 reimburse the Indemnifying Party for 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, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent is not to be unreasonably withheld, conditioned or delayed. (v) Notwithstanding the foregoing, the Indemnifying Party shall not be unreasonably withheldentitled to assume the defense of any Third-Party Claim (and shall be liable for the fees and expenses of counsel incurred by the Indemnitee in defending such Third-Party Claim) if the Third-Party Claim (a) seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee which the Indemnitee reasonably determines, after conferring with its counsel, cannot be separated from any related claim for money damages or (b) alleges a criminal violation. 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. (vi) In the event of payment by an Indemnifying Party to any Indemnitee in connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right or claim relating to such Third-Party Claim. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right or claim.

Third Party Claims. 5.1 In respect of any claim against the Investor after Completion Date 1 by a third party (ia “Third Party Claim”) Promptly after receipt by that would or would be reasonably expected to give rise to a claim against QIWI, the Indemnified Party of Investor shall: (a) as soon as reasonably practicable, give written notice of, or otherwise acquiring knowledge and reasonable details of the assertion ofThird Party Claim to QIWI; (b) not make any admission of liability, agreement, settlement or compromise with any third party claim person, body or authority in respect of which the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-Party Claims”), the Indemnified Party shall promptly give notice thereof in writing relation to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Third Party Claim, except as required by applicable law, rule or regulation, without consulting with QIWI regarding any material actions to be taken by the Investor in order to avoid, dispute, resist, defend, appeal, compromise, settle, mitigate or remedy the Third Party Claim; (c) give QIWI or its duly authorised representatives such assistance as QIWI may reasonably require and reasonable access during working hours to relevant employees and premises of the Investor and access to (and permission to take copies of) all relevant documents in order to allow QIWI to investigate the Third Party Claim and take the actions referred to in this paragraph (c); (d) keep QIWI reasonably informed as to the extentprogress of the Third Party Claim including the receipt of any material communications; (e) consult with QIWI as to any ways in which the Third Party Claim might be avoided, disputed, resisted, mitigated, settled, compromised, defended or appealed; (f) at the Investor’s sole discretion, allow QIWI to participate in any action involving a Third Party Claim and only assume the defence thereof, with counsel satisfactory to the extentInvestor (who shall not, that except with the consent of the Investor, also be counsel to the Investor), following which QIWI shall not be liable to the Investor under this paragraph 5 for any legal or other expenses subsequently incurred by the Investor in connection with the defence thereof other than properly incurred costs of investigation. QIWI may agree to any settlement or compromise of any such failure has actually and materially prejudiced Third Party Claim in its sole discretion, so long as such settlement or compromise (i) does not obligate the Indemnifying Party. Investor to take or refrain from taking any action, (ii) The Indemnifying Party shall have provides for a complete release of the right Investor by such third party, and (iii) does not include any statement as to assume or any admission of liability by or on behalf of the defense Investor. In all other events, QIWI will seek the consent of the Investor in connection with QIWI’s agreement to any settlement or compromise 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-Third Party Claim. If the Indemnifying Party does not so assume the defense in a timely manner, ; and (Ag) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of take such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect the written request of QIWI, as QIWI may reasonably require to avoid, dispute, resist, mitigate, settle, compromise, defend or appeal 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-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 reimburse the Indemnifying Party for 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, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (ia) Promptly after receipt by If a third party commences a lawsuit or arbitration (a “Third-Party Claim”) against any Person (the “Indemnified Party”) with respect to any matter that the Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, any third party might make a claim in respect of which the Indemnified Party reasonably believes it is reasonably likely to be entitled to for indemnification from against the Indemnifying Party under this Article 12 (“X, then the Indemnified Party must notify the Indemnifying Party in writing of the existence of such Third-Party Claims”), Claim and must deliver copies of any documents served on the Indemnified Party shall promptly give notice thereof in writing with respect to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect theretoThird-Party Claim; provided, however, that the any failure to so notify the Indemnifying Party or deliver copies will not relieve the Indemnifying Party from any liability obligation hereunder unless (and then solely to the extent) the Indemnifying Party is materially prejudiced by such failure. (b) Upon receipt of the notice described in Section (a), the Indemnifying Party will have the right to defend the Indemnified Party against the Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party so long as (i) within ten days after receipt of such notice, the Indemnifying Party notifies the Indemnified Party in writing that the Indemnifying Party will, subject to the limitations contained herein, indemnify the Indemnified Party from and against any Losses the Indemnified Party may incur relating to or arising out of the Third-Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third-Party Claim and fulfill its indemnification obligations hereunder, (iii) the Indemnifying Party is not a party to the Proceeding or the Indemnified Party has determined in good faith that there would be no conflict of interest or other inappropriate matter associated with joint representation, (iv) the Third-Party Claim does not involve, and is not likely to involve, any claim by any Governmental Body, (v) the Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, (vi) settlement of, or an adverse judgment with respect to, the Third-Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, (vii) the Indemnifying Party conducts the defense of the Third-Party Claim actively and diligently and (viii) the Indemnifying Party keeps the Indemnified Party apprised of all developments, including settlement offers, with respect to the Third-Party Claim and permits the Indemnified Party to participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party is conducting the defense of the Third-Party Claim (i) the Indemnifying Party will not be responsible for any attorneys’ fees incurred by the Indemnified Party regarding the Third-Party Claim (other than attorneys’ fees incurred prior to the Indemnifying Party’s assumption of the defense and (ii) neither the Indemnified Party nor the Indemnifying Party will 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 other party, which consent will not be withheld unreasonably. If the Indemnified Party desires to consent to the entry of judgment with respect to or to settle a Third-Party Claim but the Indemnifying Party refuses, then the Indemnifying Party will be responsible for all Losses with respect to such Third-Party Claim, except without giving effect to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying PartyBasket. (iid) The Indemnifying Party shall have the right to assume the defense of If 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 does not so assume the defense in a timely mannercondition herein is or becomes unsatisfied, (Ai) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable mannerdefend against, and (B) consent to the Indemnifying Party may participate in (but not control) the defense entry of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith any judgment or enter into any settlement with respect to the defense or handling of such Third-Party Claims. If to, the Third-Party Claim is, in fact, a Third-Party Claim to which any manner it may deem appropriate (and the Indemnified Party is entitled to be indemnified against under this Article 12need not consult with, or obtain any consent from, the Indemnifying Party shall pay all in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically (but no less often than monthly) for the costs incident to of defending against the defense of such Third-Party Claim, including attorneys’ fees, litigation fees 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 iii) the Indemnifying Party). If Party will remain responsible for any Losses the Indemnified Party may incur relating to or arising out of the Third-Party Claim is, to the fullest extent provided 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 reimburse the Indemnifying Party for 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, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.X.

Third Party Claims. (i) Promptly after Following the receipt of notice provided by the an Indemnified Party of notice of, or otherwise acquiring knowledge pursuant to Section 8.2 of the assertion ofcommencement of any action, any third party claim in respect of which the suit or proceeding against such Indemnified Party reasonably believes it is reasonably likely by a Third Party with respect to be entitled which such Indemnified Party intends to indemnification from the Indemnifying Party claim any Loss under this Article 12 (“Third-Party Claims”)8, the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The an Indemnifying Party shall have the right to assume the defense of any defend such Third-Party Claim (claim, at such Indemnifying Party’s expense and with counsel of the Indemnifying Party’s choice, approved by its choice reasonably satisfactory to 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 assumes the defense of such claim, the Indemnified Party shall, at the request of the Indemnifying Party, use commercially reasonable efforts to cooperate in such defense; provided that the Indemnifying Party shall bear the Indemnified Party’s reasonable out-of-pocket costs and expenses incurred in connection with such cooperation. So long as the Indemnifying Party is conducting the defense of such claim as provided in this Section 8.4, the Indemnified Party may retain separate co-counsel at its expense and may participate in the defense of such claim. The Indemnifying Party shall not consent to the entry of any Judgment or enter into any settlement with respect to such claim without the prior written consent of the Indemnified Party unless such Judgment or settlement (i) provides for the payment by the Indemnifying Party of money as sole relief (if any) for the claimant (other than customary and reasonable confidentiality obligations relating to such claim, Judgment or settlement), (ii) results in the full and general release of the Indemnified Party from all liabilities arising out of, relating to or in connection with such claim and (iii) does not so assume involve a finding or admission of any violation of any law, rule, regulation or Judgment, or the rights of any Person, and has no effect on any other claims that may be made against the Indemnified Party. In the event the Indemnifying Party does not or ceases to conduct the defense in a timely mannerof such claim as so provided, (Ax) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable mannerdefend against, and (B) consent to the Indemnifying Party may participate in (but not control) the defense entry of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith any Judgment or enter into any settlement with respect to, such claim in any manner it may reasonably deem to be appropriate, (y) subject to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, limitations set forth in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12Section 8.3, 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 reimburse the Indemnified Party is entitled to be indemnified promptly and periodically for the reasonable out-of-pocket costs of defending against under this Article 12such claim, including reasonable attorneys’ fees and expenses against reasonably detailed invoices, and (z) the Indemnifying Party shall remain responsible for any Losses the Indemnified Party shall reimburse the Indemnifying Party for all costs incident may suffer as a result of such claim to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid full extent provided 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimedthis Article 8. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. 5.1 In respect of any claim against QIWI after Completion Date 1 by a third party (ia “Third Party Claim”) Promptly after receipt by that would or would be reasonably expected to give rise to a claim against the Indemnified Party of Investor, QIWI shall (and shall procure, where relevant, that CIHRUS shall): (a) as soon as reasonably practicable, give written notice of, or otherwise acquiring knowledge and reasonable details of the assertion of, any third party claim in respect of which the Indemnified Third Party reasonably believes it is reasonably likely to be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-Party Claims”), the Indemnified Party shall promptly give notice thereof in writing Claim to the Indemnifying PartyInvestor; (b) not make any admission of liability, specifying agreement, settlement or compromise with any person, body or authority in reasonable detail relation to the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Third Party Claim, except as required by Applicable Law, without consulting with the Investor regarding any material actions to be taken by QIWI in order to avoid, dispute, resist, defend, appeal, compromise, settle, mitigate or remedy the Third Party Claim; (c) give the Investor or its duly authorised representatives such assistance as the Investor may reasonably require and shall ensure that QIWI gives the Investor and its professional advisers reasonable access during working hours to relevant employees and premises of QIWI and access to (and permission to take copies of) all relevant documents in order to allow the Investor to investigate the Third Party Claim and take the actions referred to in this paragraph (c); (d) keep the Investor reasonably informed as to the extentprogress of the Third Party Claim including the receipt of any material communications; (e) consult with the Investor as to any ways in which the Third Party Claim might be avoided, disputed, resisted, mitigated, settled, compromised, defended or appealed; (f) at QIWI’s sole discretion, allow the Investor to participate in any action involving a Third Party Claim and only assume the defence thereof, with counsel satisfactory to QIWI (who shall not, except with the extentconsent of QIWI, that also be counsel to QIWI), following which the Investor shall not be liable to QIWI under this paragraph 5 for any legal or other expenses subsequently incurred by QIWI in connection with the defence thereof other than properly incurred costs of investigation. The Investor may agree to any settlement or compromise of any such failure has actually and materially prejudiced the Indemnifying Party. Third Party Claim in its sole discretion, so long as such settlement or compromise (i) does not obligate QIWI to take or refrain from taking any action, (ii) The Indemnifying Party shall have provides for a complete release of QIWI by such third party, and (iii) does not include any statement as to or any admission of liabilitt by or on behalf of QIWI. In all other events, the right Investor will seek the consent of QIWI in connection with the Investor’s agreement to assume the defense any settlement or compromise 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-Third Party Claim. If the Indemnifying Party does not so assume the defense in a timely manner, ; and (Ag) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of take such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect the written request of the Investor, as the Investor may reasonably require to avoid, dispute, resist, mitigate, settle, compromise, defend or appeal 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-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 reimburse the Indemnifying Party for 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, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (ia) Promptly after receipt by the Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, If any third party claim in shall notify Parent with respect of which the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from the Indemnifying Party under this Article 12 any matter (a “Third-Party ClaimsClaim”)) which may give rise to a claim for indemnification against any other party hereto (the “Indemnifying Party”) under this Article VII, the Indemnified Party then Parent shall promptly give (and in any event within 30 business days after receiving notice of the Third-Party Claim) notify each Indemnifying Party thereof in writing writing. (b) Any Indemnifying Party will have the right at any time to assume and thereafter conduct the Indemnifying Party, specifying in reasonable detail defense of the information then available regarding the amount and nature Third-Party Claim with counsel of Losses with respect theretohis or its choice reasonably satisfactory to Parent; provided, however, that the failure to so notify the Indemnifying Party will not relieve consent to the Indemnifying Party from entry of any liability hereunder judgment or enter into any settlement with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and 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 does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such 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 without the Indemnified Party is entitled prior written consent of the Parent (not to be indemnified against under this Article 12, withheld unreasonably). (c) If the Indemnifying Party shall pay all costs incident to assumes the defense of such Third-Party Claimclaim or litigation resulting therefrom, including attorneys’ feesParent shall be entitled to participate in the defense of the claim, litigation but Parent shall bear the fees and appeal expenses, settlement payments and amounts paid expenses of any additional counsel retained by it to conduct its defense unless any of the following shall apply: (i) the employment of such counsel shall have been authorized in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly writing by the Indemnifying Party or (ii) the Indemnifying Party)’s legal counsel shall advise the Indemnifying Party in writing, with a copy to Parent, that there is a conflict of interest that would make it inappropriate under applicable standards of professional conduct to have common counsel. If clause (i) or (ii) in the immediately preceding sentence is applicable, then Parent may employ separate counsel at the reasonable expense of the Indemnifying Party to represent Parent, but in no event shall the Indemnifying Party be obligated to pay the costs and expenses of more than one such separate counsel for any one complaint, claim, action or proceeding in any one jurisdiction. (d) Unless and until an Indemnifying Party assumes the defense of the Third-Party Claim isas provided in this Section 8.2, in facthowever, not a Parent may defend against the Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation in any manner it reasonably 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimedgood faith may deem appropriate. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (i) Promptly after receipt In case any Claim is brought by a third party for which Claim indemnification is or may be provided hereunder the Indemnified indemnified Party of shall provide prompt written notice ofthereof to the other Party. Where obligated to indemnify such Claim, or otherwise acquiring knowledge the indemnifying Party shall, upon the demand and at the option of the assertion ofindemnified Party, assume the defense thereof (at the expense of the indemnifying Party) within thirty (30) days or at least ten (10) days prior to the time a response is due in such case, whichever occurs first, or, alternatively upon the demand and at the option of the indemnified Party, pay to such Party all reasonable costs and expenses, including reasonable attorneys' fees, incurred by such Party in defending itself. The Parties shall (a) upon SSG's request and at SSG's expense, InterTrust will attempt to [*] the [*] or [*] SSG to continue to [*] and [*] in accordance with the terms hereof such portion of [*] on [*] to InterTrust (except that SSG may reasonably approve any third party claim terms relating to payment of any fees or royalties); or (b) at InterTrust's sole discretion, InterTrust may [*], [*] or [*] any [*] of the [*], as the case may be, so as to make [*] of the [*] while maintaining [*] of [*] or [*] of the [*] that are material to SSG's then-current or demonstrably anticipated use of such technology. If options (a) and (b) are not [*] as to such portion: (1) SSG may terminate the licenses granted hereunder in respect of which its sole discretion; and (2) to the Indemnified Party reasonably believes it extent InterTrust used reasonable commercial efforts to obtain a license or modify the technology as set forth in subsections (a) or (b), and InterTrust is reasonably likely exposed to be entitled to indemnification liability from SSG's or its sublicensee's continued use of such portion of InterTrust Technology, InterTrust may in its discretion terminate the Indemnifying Party under this Article 12 (“Third-Party Claims”), the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability licenses granted hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Partyportion. (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 does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such 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 reimburse the Indemnifying Party for 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, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. The obligations and Liabilities of Buyer and Seller in connection with their respective indemnities pursuant to this Article XI, resulting from any Claim or other assertion of Liability by a third party (ia “Third Party Claim”), shall be subject to the following terms and conditions: (a) Promptly after receipt The Indemnified Person seeking indemnification under this Article XI must give the Party from whom indemnification is sought (the “Indemnifying Person”) notice of any Third Party Claim that is asserted against, imposed upon or incurred by the Indemnified Party of notice of, or otherwise acquiring knowledge Person and that may give rise to Liability of the assertion of, any third party claim in respect of which the Indemnified Party reasonably believes it is reasonably likely Indemnifying Person pursuant to be entitled to indemnification from the Indemnifying Party under this Article 12 XI, stating (“Third-Party Claims”), the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail extent known or reasonably anticipated) the information then available regarding nature and basis of such Third Party Claim and the amount and nature of Losses with respect theretothereof; provided, however, provided that the failure to so notify give such notice shall not affect the Indemnifying Party will not relieve rights of the Indemnifying Party from any liability Indemnified Person hereunder with respect to such Third-Party Claim, except to the extent, and only to extent that the extent, that such failure has Indemnifying Person shall have been actually and materially prejudiced the Indemnifying Partyby reason of such failure. (iib) The Subject to Section 11.4(c) below, if the Indemnifying Person’s reasonable estimated monetary exposure (whether in such Third Party Claim or as a result thereof) arising out of such Third Party Claim is reasonably expected to exceed the Indemnified Person’s reasonable estimated monetary exposure (whether in such Third Party Claim or as a result thereof) arising out of such Third Party Claim after taking into account all of the claims and causes of action (and underlying facts and circumstances) upon which such Third Party Claim is premised, and the indemnification obligations of the Indemnifying Person and limits thereon hereunder (as determined in good faith at the outset of such claim by mutual consultation and negotiation between the Indemnifying Person and the Indemnified Person), then the Indemnifying Person shall have the right to assume undertake, by counsel or other Representatives of its own choosing (which shall be reasonably satisfactory to the Indemnified Person), subject to Section 11.2(b), the defense of any such ThirdThird Party Claim at the Indemnifying Person’s sole expense and, subject to Section 11.4(d), settle or compromise such Third Party Claim. (c) In the event that (i) the Indemnifying Person shall elect not to undertake such defense; (ii) the Indemnifying Person shall fail to undertake to defend such Third Party Claim, or diligently pursue or maintain such defense, within thirty (30) days after delivery of notice by the Indemnified Person of such Third Party Claim; (iii) such Third Party Claim seeks non-monetary relief or involves criminal allegations against a Party; or (iv) the Indemnified Person reasonably concludes that the Indemnifying Person and Indemnified Person have conflicting interests with respect to such Third Party Claim (it being understood that a relationship with counsel of a supplier shall not constitute a conflicting interest), then the Indemnified Person (upon further notice to the Indemnifying Party’s choicePerson) shall have the right to undertake the defense, approved compromise and/or settlement of such Third Party Claim, by counsel or other Representatives of its own choosing; provided, that with respect to a Third Party Claim seeking non-monetary relief, the Indemnified Party, which approval Indemnifying Person shall not be unreasonably withheld) have the right to employ separate legal counsel and the Indemnified Party may, at its election and expense, to participate in (but not control) the defense thereof, but the fees and expenses of such Third-Party Claim. If legal counsel shall be at the expense of the Indemnifying Party does not so assume the defense in a timely manner, (A) Person; and provided further that the Indemnified Person shall not compromise or settle such Third Party may assume and control Claim or consent to the defense entry of such 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 any Order with respect to the defense or handling of such Third-Party Claims. If the Third-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 reimburse the Indemnifying Party for 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, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, Person (which consent shall not be unreasonably withheld, conditioned or delayed). (d) Anything in this Section 11.4 to the contrary notwithstanding, the Indemnifying Person shall not, without the Indemnified Person’s written consent (which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise any Third Party Claim or consent to the entry of any Order with respect to such Third Party Claim unless (i) the Indemnifying Person agrees in writing to pay all amounts payable pursuant to such settlement, compromise or Order as provided in this Agreement, (ii) such settlement, compromise or Order includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Person of an irrevocable release from all Liability in respect of such Third Party Claim in form and substance satisfactory to the Indemnified Person, (iii) such settlement, compromise or Order would not result in the finding or admission of any violation of Law, and (iv) such settlement, comprise or Order does not impose any injunctive relief or operational restrictions on the Indemnified Person or admit to any wrongdoing by or on behalf of the Indemnified Person. (e) The Parties agree that any settlement described in Schedule 11.4(e) shall be managed as described thereon.

Third Party Claims. (ia) Promptly after receipt by the Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, any If a third party claim in respect of which the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from the Indemnifying Party under this Article 12 commences or threatens a Proceeding (a “Third-Party ClaimsClaim”), ) against any Person (the “Indemnified Party”) with respect to any matter that the Indemnified Party shall promptly give notice might make a claim for indemnification against any Party (the “Indemnifying Party”) under this Article VIII, then the Indemnified Party must notify the Indemnifying Party (or the Seller, in the case of the Seller) thereof in writing of the existence of such Third-Party Claim and must deliver copies of any documents served on the Indemnified Party with respect to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect theretoThird-Party Claim; provided, however, that the any failure to so notify the Indemnifying Party or deliver copies will not relieve the Indemnifying Party from any liability obligation hereunder unless (and then solely to the extent) the Indemnifying Party is materially prejudiced by such failure. (b) Upon receipt of the notice described in Section 8.6(a), the Indemnifying Party will have the right to defend the Indemnified Party against the Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party so long as (i) within ten days after receipt of such notice, the Indemnifying Party notifies the Indemnified Party in writing that the Indemnifying Party will, subject to the limitations of Section 8.4, indemnify the Indemnified Party from and against any Losses the Indemnified Party may incur relating to or arising out of the Third-Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third-Party Claim and fulfill its indemnification obligations hereunder, (iii) the Indemnifying Party is not a party to the Proceeding or the Indemnified Party has determined in good faith that there would be no conflict of interest or other inappropriate matter associated with joint representation, (iv) the Third-Party Claim does not involve, and is not likely to involve, any claim by any Governmental Body, (v) the Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, (vi) settlement of, or an adverse judgment with respect to, the Third-Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, (vii) the Indemnifying Party conducts the defense of the Third-Party Claim actively and diligently and (viii) the Indemnifying Party keeps the Indemnified Party apprised of all developments, including settlement offers, with respect to the Third-Party Claim and permits the Indemnified Party to participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party is conducting the defense of the Third-Party Claim in accordance with Section 8.6(b), (i) the Indemnifying Party will not be responsible for any attorneys’ fees incurred by the Indemnified Party regarding the Third-Party Claim (other than attorneys’ fees incurred prior to the Indemnifying Party’s assumption of the defense pursuant to Section 8.6(b)) and (ii) neither the Indemnified Party nor the Indemnifying Party will 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 other party, which consent will not be withheld unreasonably. If the Indemnified Party desires to consent to the entry of judgment with respect to or settle a Third-Party Claim but the Indemnifying Party refuses, then the Indemnifying Party will be responsible for all Losses with respect to such Third-Party Claim, except without giving effect to the extent, and only to Basket or the extent, that such failure has actually and materially prejudiced the Indemnifying PartyCap. (iid) The Indemnifying Party shall have the right to assume the defense of If any such Third-Party Claim (with counsel of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheldcondition in Section 8.6(b) 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 does not so assume the defense in a timely manneris or becomes unsatisfied, (Ai) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable mannerdefend against, and (B) consent to the Indemnifying Party may participate in (but not control) the defense entry of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith any judgment or enter into any settlement with respect to the defense or handling of such Third-Party Claims. If to, the Third-Party Claim is, in fact, a Third-Party Claim to which any manner it may deem appropriate (and the Indemnified Party is entitled to be indemnified against under this Article 12need not consult with, or obtain any consent from, the Indemnifying Party shall pay all in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically (but no less often than monthly) for the costs incident to of defending against the defense of such Third-Party Claim, including attorneys’ fees, litigation fees 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 iii) the Indemnifying Party). If Party will remain responsible for any Losses the Indemnified Party may incur relating to or arising out of the Third-Party Claim is, to the fullest extent provided 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 reimburse the Indemnifying Party for 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, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimedVIII. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (ia) Promptly after receipt by the If an Indemnified Party of gives notice of, or otherwise acquiring knowledge pursuant to Section 8.3 of the assertion of, any third party claim in respect of which the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-Party Claims”), the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such a Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall have be entitled to participate in the right defense of such Third-Party Claim and, to the extent that it wishes (unless the Indemnifying Party is also a Person against whom the Third-Party Claim is made and the Indemnified Party determines in good faith upon advice of outside counsel that joint representation would be inappropriate), to assume the defense of any such Third-Party Claim (with counsel of its choice. After notice from the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheld) and Party to the Indemnified Party may, at of its election and expense, participate in (but not control) to assume the defense of such Third-Party Claim. If , the Indemnifying Party does not shall not, so assume the defense in a timely mannerlong as it diligently conducts such defense, (A) be liable to the Indemnified Party may assume and control under this Article VIII for any fees of other counsel or any other expenses with respect to the defense of such 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 each case subsequently incurred by the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to in connection with the defense of such Third-Party Claim, including attorneys’ feesother than reasonable costs of investigation. If the Indemnifying Party assumes the defense of a Third-Party Claim, litigation (w) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and appeal expensessubject to indemnification, (x) no compromise or settlement payments of such Third-Party Claim may be effected by the Indemnified Party without the Indemnifying Party’s consent, (y) no compromise or settlement of such Third-Party Claim may be effected by the Indemnifying Party without the Indemnified Party’s consent unless (A) there is no finding or admission that the Indemnified Party violated any Law or any rights of any Person and amounts (B) the sole relief provided is monetary damages that are paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly full by the Indemnifying Party); and (z) the Indemnified Party shall have no liability with respect to any compromise or settlement of such Third-Party Claims effected without its consent. If notice is given to an Indemnifying Party of the assertion of any Third-Party Claim isand the Indemnifying Party does not, in factwithin twenty (20) days after the Indemnified Party’s notice is given, not a Third-Party Claim give notice to which the Indemnified Party is entitled of its election to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to assume the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid will be bound by any determination made in such Third-Party Claim or advanced the same (provided, however, that such costs and amounts are reasonable to the extent not incurred directly any compromise or settlement effected 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iiib) If the The Indemnifying Party undertakes shall permit the Indemnified Party to participate in, but not control, the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of through counsel chosen by the Indemnified Parties hereunder with Party; provided, that the fees and expenses of such counsel shall be borne by the Indemnified Party. (c) With respect theretoto any Third-Party Claim subject to indemnification under this Article VIII, (i) each of the Indemnified Party and its Affiliates are not entitled to (and the Indemnifying Party, as the case may be, shall not) settle or release any keep the other fully informed in all material respects of the status of such Third-Party Claims without Claim and any related proceedings at all stages thereof where such Person is not represented by its own counsel, and (ii) the consent parties agree to render to each other such assistance as they may reasonably require of the Indemnifying Party, which consent shall not be unreasonably withheldeach other and to cooperate in good faith with each other to defend any Third-Party Claim.

Third Party Claims. (ia) Promptly after receipt by If a third party commences or threatens a Proceeding (a "Third-Party Claim") against any Person (the "Indemnified Party") with respect to any matter that the Indemnified Party of notice ofmight make a claim for indemnification against any Party (the "Indemnifying Party") under this Article VIII, or otherwise acquiring knowledge of the assertion of, any third party claim in respect of which then the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from must notify the Indemnifying Party under this Article 12 (“or the Sellers, in the case of the Sellers) thereof in writing of the existence of such Third-Party Claims”), Claim and must deliver copies of any documents served on the Indemnified Party shall promptly give notice thereof in writing with respect to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect theretoThird-Party Claim; provided, however, that the any failure to so notify the Indemnifying Party or deliver copies will not relieve the Indemnifying Party from any liability obligation hereunder unless (and then solely to the extent) the Indemnifying Party is materially prejudiced by such failure. (b) Upon receipt of the notice described in Section 8.6(a), the Indemnifying Party will have the right to defend the Indemnified Party against the Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party so long as (i) within ten days after receipt of such notice, the Indemnifying Party notifies the Indemnified Party in writing that the Indemnifying Party will, subject to the limitations of Section 8.4, indemnify the Indemnified Party from and against any Losses the Indemnified Party may incur relating to or arising out of the Third-Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third-Party Claim and fulfill its indemnification obligations hereunder, (iii) the Indemnifying Party is not a party to the Proceeding or the Indemnified Party has determined in good faith that there would be no conflict of interest or other inappropriate matter associated with joint representation, (iv) the Third-Party Claim does not involve, and is not likely to involve, any claim by any Governmental Body, (v) the Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, (vi) settlement of, or an adverse judgment with respect to, the Third-Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, (vii) the Indemnifying Party conducts the defense of the Third-Party Claim actively and diligently and (viii) the Indemnifying Party keeps the Indemnified Party apprised of all developments, including settlement offers, with respect to the Third-Party Claim and permits the Indemnified Party to participate in the defense of the Third-Party Claim. (c) So long as the Indemnifying Party is conducting the defense of the Third-Party Claim in accordance with Section 8.6(b), (i) the Indemnifying Party will not be responsible for any attorneys' fees incurred by the Indemnified Party regarding the Third-Party Claim (other than attorneys' fees incurred prior to the Indemnifying Party's assumption of the defense pursuant to Section 8.6(b)) and (ii) neither the Indemnified Party nor the Indemnifying Party will 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 other party, which consent will not be withheld unreasonably. If the Indemnified Party desires to consent to the entry of judgment with respect to or settle a Third-Party Claim but the Indemnifying Party refuses, then the Indemnifying Party will be responsible for all Losses with respect to such Third-Party Claim, except without giving effect to the extent, and only to Basket or the extent, that such failure has actually and materially prejudiced the Indemnifying PartyCap. (iid) The Indemnifying Party shall have the right to assume the defense of If any such Third-Party Claim (with counsel of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheldcondition in Section 8.6(b) 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 does not so assume the defense in a timely manneris or becomes unsatisfied, (Ai) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable mannerdefend against, and (B) consent to the Indemnifying Party may participate in (but not control) the defense entry of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith any judgment or enter into any settlement with respect to the defense or handling of such Third-Party Claims. If to, the Third-Party Claim is, in fact, a Third-Party Claim to which any manner it may deem appropriate (and the Indemnified Party is entitled to be indemnified against under this Article 12need not consult with, or obtain any consent from, the Indemnifying Party shall pay all in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically (but no less often than monthly) for the costs incident to of defending against the defense of such Third-Party Claim, including attorneys’ fees, litigation ' fees 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 iii) the Indemnifying Party). If Party will remain responsible for any Losses the Indemnified Party may incur relating to or arising out of the Third-Party Claim is, to the fullest extent provided 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 reimburse the Indemnifying Party for 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, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimedVIII. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (ia) Promptly after receipt In the event that any party (the “Indemnitee”) to this Agreement desires to make a claim against the other party under Sections ‎10.1 or ‎10.2 above, as applicable (the “Indemnitor”), in connection with any action, suit, proceeding or demand at any time instituted against or made upon a party by the Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, any third party claim in respect of for which the Indemnified such party may seek indemnification hereunder (a “Third Party reasonably believes it is reasonably likely to be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-Party ClaimsClaim”), the Indemnified Party Indemnitee shall promptly give notice thereof in writing to notify the Indemnifying Party, specifying in reasonable detail Indemnitor of such Third Party Claim and of the information then available regarding the amount and nature Indemnitee’s claim of Losses indemnification with respect thereto; provided, however, provided that the failure to so promptly notify the Indemnifying Party will Indemnitor shall not relieve limit the Indemnifying Party indemnification obligations of the Indemnitor under this Agreement except to the extent the Indemnitor is materially prejudiced thereby. (b) The Indemnitor, at its option, upon written acknowledgement to the Indemnitee of the Indemnitor’s irrevocable and unconditional obligation to indemnify the Indemnitee hereunder against Damages that may result from any liability hereunder with respect to such Third-the Third Party Claim, except subject in all respects to the extentlimitations set forth in ‎Section 10.4, may assume the defense thereof at the expense of the Indemnitor (which expenses shall not be drawn from the Holdback Funds) unless the named parties to any such Third Party Claim (including any impleaded parties) do not include both the Indemnitor and the Indemnitee and the latter shall have been advised in writing by counsel (with a copy to the Indemnitor) that there are one or more legal or equitable defenses available to them that are different from or additional to those available to Indemnitor and so long as (and only for so long as): (i) the Third Party Claim involves solely monetary Damages, (ii) the defense of the Third Party Claim by the Indemnitor, will not, in the reasonable judgment of the Indemnitee, have any continuing adverse effect on the Indemnitee’s business, assets, operations or financial conditions, (iii) the Indemnitor diligently defends in good faith such Third Party Claim and keeps the Indemnitee reasonably informed of the progress of such Third Party Claim, (iv) the Indemnitor demonstrates to the extentIndemnitee’s reasonable satisfaction that, as of such time, the Indemnitor has sufficient resources in order to pay for the defense of such Third Party Claim and (taking into account the amount then remaining of the Holdback Amount if the Seller is the Indemnitor) indemnify for the full amount of any potential Damages in connection with such Third Party Claim (subject in all respects to the limitations set forth in ‎Section 10.4), (v) the Third Party Claim does not relate to or otherwise arise in connection with any criminal or regulatory Action and (vi) only if the Seller is the Indemnitor, the Damages that such failure has actually may result from the Third Party Claim along with any and materially prejudiced all other pending claims for which the Indemnifying PartySeller is Indemnitor are not reasonably expected to exceed the amount then remaining of the Holdback Amount. (iic) The Indemnifying Party Indemnitor shall have fifteen (15) days after receipt of a Third Party Claim to notify the right Indemnitee in accordance with the foregoing if the Indemnitor seeks 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-Third Party Claim. If the Indemnifying Party does not so Indemnitor delivers the required notice and elects to assume the defense in a timely mannerof such Third Party Claim, the Indemnitor shall be entitled, at its own expense (A) which expenses shall not be drawn from the Indemnified Party may assume Holdback Funds), to conduct and control the defense and settlement of such Third-Third Party Claim through counsel of its own choosing, provided, that such counsel is reasonably satisfactory to the Indemnitee, provided, further, that the Indemnitee may participate in the defense of such Third Party Claim with its own counsel at its own expense; provided that notwithstanding the foregoing, the Indemnitor shall pay the fees and expenses of such counsel (i) incurred by the Indemnitee prior to the date the Indemnitor assumes control of the defense of the Third Party Claim or during any period in which the Indemnitor ceases to be eligible to maintain control of the defense of the Third Party Claim, in either case as provided in this ‎Section 10.3, (ii) if representation of both the Indemnitor and the Indemnitee by the same counsel would create a reasonable mannerconflict of interest or (iii) if counsel chosen by the Indemnitor requests a conflict waiver or other waiver from the Indemnitee with respect to such matter. (d) If the Indemnitor elects not to assume the defense of, or fails to notify the Indemnitee within fifteen (15) days after receipt of the Indemnitee’s notice of a Third Party Claim, and (B) until such time as the Indemnifying Indemnitor responds to a Third Party may participate in (but not control) Claim as required pursuant to this ‎Section 10.3, the Indemnitee shall be entitled to assume 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-Third Party Claim is, in fact, a Third-Party Claim to at the Indemnitor’s expense (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 (providedif the Seller is the Indemnitor, however, that such costs and amounts are reasonable to may at the extent not incurred directly by Buyer’s election be drawn from 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 reimburse the Indemnifying Party for 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, Holdback Funds) to the extent the Indemnifying Indemnitee is entitled to indemnification under this Agreement for such Third Party paid or advanced Claim; provided that the same (provided, however, that such costs and amounts are reasonable to the extent Indemnitee may not incurred directly by the Indemnified Party). Any payments required of settle any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Third Party Claim or otherwise acknowledges its obligation to indemnify any of for which the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not Indemnitee is entitled to (and shall not) settle or release any such Third-Party Claims indemnification under this Agreement without the Indemnitor’s prior written consent of the Indemnifying Party, (which consent shall not be unreasonably withheld, conditioned or delayed). (e) If the Indemnitor shall control the defense of such Third Party Claim in accordance with the provisions of this ‎Section 10.3, the Indemnitor shall obtain the prior written consent before entering into any settlement, compromise, discharge or acknowledgement of the validity of such Third Party Claim or ceasing to defend such Third Party Claim if (i) any payment obligations with respect to such settlement, compromise, discharge or acknowledgement are not satisfied in full by the Indemnitor, (ii) pursuant to or as a result of such settlement, compromise, discharge or acknowledgement , injunctive or other equitable relief will be imposed against the Indemnitee or its Affiliates, (iii) such settlement, compromise, discharge or acknowledgement does not expressly and unconditionally release the Indemnitee and its Affiliates from all liabilities and obligations with respect to such Third Party Claim, without prejudice, or (iv) if such settlement, compromise, discharge or acknowledgement includes any statement as to or an admission of fact, or failure to act, by or on behalf of the Indemnitee or any of its Affiliates. (f) Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any Third Party Claim and shall furnish or cause to be furnished such records, information and testimony (subject to any applicable confidentiality agreement), and attend such conferences, discovery proceedings, hearings, trials or appeals as may be reasonably requested in connection therewith.

Third Party Claims. (i) Promptly after If Parent receives notice of the assertion of any Claim or the commencement of any action by a third party or Governmental Entity with respect to a matter subject to indemnity hereunder (a “Third Party Claim”), notice thereof (a “Third Party Notice”) shall promptly be given to the applicable Indemnifying Party and the Escrow Agent, which Third Party Notice shall specify in reasonable detail the basis for any anticipated liability and specify in reasonable detail, to the extent known and reasonably quantifiable at such time, the amount or estimated amount of the Third-Party Claim, which statement shall not be binding and may be revised, amended or modified upon notice to the Indemnifying Party. The failure of Parent to give timely notice of a Third Party Claim hereunder shall not affect such Indemnified Party’s rights to indemnification hereunder, except to the extent such delay or failure has a material prejudicial effect on the defenses or other rights available to the applicable Indemnifying Party. After receipt of a Third Party Notice, the Indemnifying Parties shall have the right, but not the obligation, by providing written notice to Parent within forty-five (45) days of delivery of the Indemnified Third Party Notice, to conduct and control through reputable counsel of notice its own choice (subject to the approval of Parent, such approval not to be unreasonably withheld, conditioned or delayed) the defense, compromise or settlement (subject to the requirements set forth in Section 8.4(b)(ii) below) of any Third Party Claim, at the Indemnifying Party’s sole cost and expense to the extent the Indemnifying Party is obligated to indemnify Parent or is otherwise liable to pay for such fees and expenses pursuant to Section 8.2(a) or Section 8.2(b), as applicable; provided, that the Indemnifying Party must conduct the defense of the Third Party Claim actively and diligently in order to preserve its rights in this regard; and provided, further, that the Indemnifying Party shall not be entitled to conduct and control the defense thereof if such Third Party Claim, based on the remedy sought, (i) would reasonably be expected to result in an equitable order, judgment or term that would restrict the future activity of, or otherwise acquiring knowledge result in a material and adverse impact on, the ongoing business of the assertion Indemnifying Party/Indemnified Party (as applicable) or any of their Affiliates, (ii) seeks equitable relief or (iii) relates to a criminal action or involves claims by a Governmental Entity. The Indemnified Party may participate, through counsel chosen by it and at its own expense, in the defense of any Third Party Claim as to which the Indemnifying Party has elected to conduct and control the defense, compromise or settlement thereof; provided, that, if Parent reasonably determines that the interests of Indemnifying Party and Parent are in material conflict with one another such that the Indemnifying Party could not adequately represent the interests of Parent, then the Indemnifying Party shall also pay the reasonable and documented fees and expenses of one separate counsel of Parent in connection with such Third Party Claim during such time as such a conflict exists. In the event, however, that the Indemnifying Party declines or does not timely elect to conduct and control the defense, compromise or settlement of any Third Party Claim or to employ reputable counsel reasonably satisfactory to Parent, in either case within such forty-five (45) day period, or if the Indemnifying Party is not entitled to assume the defense of such claim in accordance with this Section 8.4(b), then the Indemnifying Party shall pay the reasonable and documented expenses of counsel for Parent as incurred to the extent the Indemnifying Party is obligated to indemnify Parent for such fees and expenses pursuant to Section 8.2(a) or Section 9.2(b), as applicable; provided, however, that the Indemnifying Party shall not be required to pay the fees and disbursements of more than one firm for all Indemnified Parties in any claim. (ii) Subject to the last sentence of this Section 8.4(b)(ii), neither the Indemnifying Party nor Parent, as the case may be, shall pay, compromise, settle or consent to the entry of any judgment with respect to which indemnification is being sought herein without the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed) unless each of the following conditions are satisfied: (A) such compromise, settlement or consent includes an unconditional release of the Indemnifying Party/Indemnified Party (as applicable) and its Representatives from all Liability arising out of such claim, (B) such compromise, settlement or consent does not contain any finding, admission or statement suggesting any wrongdoing, violation of applicable Law or Liability on behalf of the Indemnifying Party/Indemnified Party (as applicable) (other than monetary Liability of Parent that will be paid or reimbursed by the Indemnifying Party) and (C) such settlement, compromise or consent does not contain any equitable order, judgment or term that would restrict the future activity of, any third party claim or result in respect a material and adverse impact on, the ongoing business of which the Indemnifying Party/Indemnified Party reasonably believes it (as applicable) or any of their Affiliates. Notwithstanding the foregoing, if the Indemnifying Party is reasonably likely entitled to conduct and control the defense, compromise or settlement of any particular claim pursuant to this Section 8.4(b), but elects not to do so (or fails to provide timely notice of such election) or if the Indemnifying Party is otherwise prohibited from doing so pursuant to clauses (i) through (iii) of Section 8.4(b)(i), Parent may pay, compromise, settle or consent to the entry of any judgment with respect to such Third Party Claim and shall be entitled to indemnification from the Indemnifying Party under for any and all Losses based upon, arising from or relating to such Third Party Claim in accordance with the terms of this Article 12 (“Third-Party Claims”), the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party8. (iiiii) The Indemnifying Party shall have at all times use commercially reasonable efforts to keep Parent reasonably apprised of the right status of the defense of any matter the defense of which it is maintaining and to assume reasonably cooperate in good faith with each other with respect to the defense of any such Third-Party Claim (with counsel of the Indemnifying Party’s choice, approved matter and shall furnish such records and other information as may be reasonably requested 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 does not so assume or Parent (as the defense case may be) in a timely manner, connection therewith. (Aiv) the Indemnified Party may assume Parent and control the defense of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in Parties shall use their commercially reasonable efforts to avoid production of confidential information (but not controlconsistent with applicable Law) the defense of such actionand to cause all communications among employees, at its election counsel and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect others representing any party to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-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 reimburse the Indemnifying Party for 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, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimedso as to preserve any applicable attorney-client or work-product privileges. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (ia) Promptly after receipt by The party seeking indemnification under this Article VIII (the “Indemnified Party of Party”) agrees to give prompt written notice of, or otherwise acquiring knowledge to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of, of any third party claim claim, or the commencement of any suit, action or proceeding in respect of which the Indemnified Party reasonably believes it is reasonably likely to indemnity may be entitled to indemnification from the Indemnifying Party sought under this Article 12 VIII (the “Third-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 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 pursuant to Section 8.4(a), the Indemnifying Party will have the right to, subject to the provisions of this Section 8.4, assume the defense and control of such Third Party Claims. If the Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnifying Party shall select counsel reasonably acceptable to 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. In the event the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall promptly give notice thereof have the right but not the obligation to participate in the defense of such Third Party Claim with its own counsel and at its own expense (provided that the Indemnifying Party shall pay the reasonable attorneys’ fees of the Indemnified Party if (i) the employment of separate counsel shall have been authorized in writing by such Indemnifying Party in connection with the defense of such Third Party Claim, (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, specifying in reasonable detail with a copy delivered to the information then available regarding the amount and nature of Losses with respect thereto; provided, howeverIndemnified Party, 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 failure to so notify conduct of the business of the Indemnified Party) and the Indemnifying Party will cooperate with the Indemnified Party. Any election by an Indemnifying Party not relieve 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 from in the defense of any liability hereunder with respect to such Third-Third Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced Claim defended by the Indemnifying Party. (iic) The Indemnifying Party shall have be authorized to consent to a settlement of, or the right entry of any judgment arising from, any Third Party Claim as to assume which the Indemnifying Party has assumed the defense in accordance with the terms of Section 8.4, without the consent of any Indemnified Party, but only to the extent that such Third-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 counsel such claims. Except as provided in the foregoing sentence, settlement or consent to entry of judgment shall require the Indemnifying Party’s choice, approved by prior approval of the Indemnified Party, which such approval shall not to 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 does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such 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 delayed 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 reimburse the Indemnifying Party for 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, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimedconditioned. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (ia) 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 of to provide such 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 be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-Party Claims”), the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claimof its obligations hereunder, except to the extent, and only to the extent, extent that such failure has actually and materially prejudiced to give notice shall prejudice any defense or claim available to the Indemnifying Party. (iib) The Indemnifying Party shall have the right be entitled to assume the defense of any such Third-Third Party Claim (with counsel of reasonably satisfactory to the Indemnified Party, at the Indemnifying Party’s choicesole expense; provided that the Indemnifying Party shall not be entitled to assume or continue to control the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal matter, approved by (ii) the Third Party Claim seeks an injunction or equitable relief against any Indemnified Party, (iii) the Third Party Claim has or would reasonably be expected to result in Losses in excess of the amounts available for indemnification pursuant to Section 12.4, (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, which approval shall not be unreasonably withheld) and the Indemnified Party maysuppliers, at its election and expensevendors or other service providers, participate in (but not controlv) the defense of such Third-Indemnifying Party has failed or is failing to 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 indemnification pursuant to this ARTICLE XII. (c) If the Indemnifying Party does not so assume assumes the defense in a timely mannerof 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 may assume and control the defense of such Third-Party Claim, in a reasonable mannerParty, and (B) the Indemnifying settlement includes an unconditional release of each Buyer Indemnified Party or Seller Indemnified Party, as applicable, reasonably satisfactory to the Indemnified Party, from all Losses with respect to such Third 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 participate in not claim that it does not have an indemnification obligation with respect thereto, and (iii) the Indemnified Party shall have the right (but not controlthe obligation) to participate in the defense of such actionThird Party Claim and to employ, at its election own expense, counsel separate from counsel employed by the Indemnifying Party; except that the fees, costs and expense. expenses of such counsel shall be at the expense of the Indemnifying Party if the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. (d) 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-not settle any 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, if the Indemnifying Party shall pay all costs incident to the defense have any obligation as a result of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid (whether monetary or otherwise) unless such settlement is consented to in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly writing by the Indemnifying Party). If the Third-Party Claim is, in fact, such consent not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for 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, to the extent the Indemnifying Party paid unreasonably withheld 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimeddelayed. (iiie) If the Indemnifying Party undertakes Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any such Third-Third Party Claim or otherwise acknowledges its obligation Claim. Any consent to indemnify any be given by the Buyer Indemnified Parties under this Section 12.6 shall be given by the Buyer acting on behalf of the Buyer Indemnified Parties hereunder with respect thereto, and any consent to be given by the Seller Indemnified Party and its Affiliates are not entitled to (and Parties under this Section 12.6 shall not) settle or release any such Third-Party Claims without be given by the consent Seller acting on behalf of the Indemnifying Party, which consent shall not be unreasonably withheldSeller Indemnified Parties.

Third Party Claims. (i) Promptly after receipt by the Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, If any third party claim in respect of which the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from the Indemnifying Party under this Article 12 asserts a Claim (a “Third-Party ClaimsClaim”)) against an Indemnified Party that could reasonably be expected to give rise to a right on the part of the Indemnified Party to indemnification under this Article XII, the Indemnified Party shall promptly give notice thereof in writing of such Third-Party Claim to the Holder Representative (in the case of a Third-Party Claim asserted against a Parent Indemnified Party) or the Parent (in the case of a Third-Party Claim asserted against a Holder Indemnified Party) as soon as practicable (but in no event later than ten Business Days after receiving written notice of such Third-Party Claim), and the Indemnifying Party, specifying in reasonable detail Party shall have the information then available regarding right to assume the amount and nature defense of Losses with respect theretosuch Third-Party Claim; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that the Indemnifying Party may have hereunder with respect to such Third-Party Claim, except to the extentextent that the Indemnifying Party is materially prejudiced as a result of such failure, and only including where the failure to so notify the Indemnifying Party results in material Losses to the extentIndemnifying Party or the forfeiture of substantive rights or defenses that would otherwise be available in the defense of such Third-Party Claim; and provided, further that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall not have the right to assume the defense of any such Third-Party Claim (with counsel asserted by or on behalf of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheld) and a Governmental Authority or any Third-Party Claim seeking injunctive relief if the Indemnified Party may, at determines in good faith that such action would reasonably be expected to have a material adverse effect on the conduct of its election and expense, participate business or future operations (other than as the result of the payment of any damages in (but not control) the defense respect of such Third-Party Claim). If the Indemnifying Party does elects not so to assume the defense, is not entitled to assume the defense or fails to assume the defense in a timely manner, (A) then the Indemnified Party may employ counsel reasonably satisfactory to the Indemnifying Party to represent or defend it against any such Third-Party Claim, and, subject to Section 12.4, the reasonable out-of-pocket attorney’s fees and other out-of-pocket costs incurred by the Indemnified Party for such counsel and defense will be included in the Indemnified Party’s Losses; provided, however, that the Indemnified Party’s Losses shall not, in connection with any Legal Proceeding or separate but substantially similar Legal Proceedings arising out of the same general allegations, include the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Persons, except to the extent that local counsel, in addition to its regular counsel, is required, in the reasonable judgment of the Indemnified Party, in order to effectively defend against such Legal Proceeding. If the Indemnifying Party does assume and control the defense of a Third-Party Claim, the Indemnified Party shall have the right to participate in the defense of such Third-Party ClaimClaim at its expense. If the Indemnified Party retains its own counsel, in a reasonable manner, and (B) the Indemnifying Party may participate shall reasonably cooperate in (but not control) providing information to and consulting with 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 about the Third-Party Claim. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, enter into any settlement with respect to any Third-Party Claim isit has assumed the defense of (i) unless such settlement includes an unconditional release of the Indemnified Party for liability arising out of such claim or (ii) if such settlement imposes injunctive relief upon the Company in a manner that would adversely impact the business or future operations of the Company. Notwithstanding anything to the contrary contained herein, in fact, no event shall the Indemnified Party consent to the entry of judgment or enter into any settlement with respect to a Third-Party Claim to for which the Indemnified Party it 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 reimburse the Indemnifying Party for 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, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims seeking indemnification without the prior written consent of the Indemnifying Party. In the case of any Third Party Claim as to which the Holder Representative assumes or conducts the defense of such claim, which consent the reasonable out of pocket costs and expenses of such defense shall be paid by each Holder, severally (in proportion to its Sharing Ratio) but not be unreasonably withheldjointly.

Third Party Claims. (ia) Promptly after receipt by In the event that an Indemnified Party becomes aware of notice of, or otherwise acquiring knowledge of the assertion of, any a third party claim in respect of which (a “Third Party Claim”) that the Indemnified Party reasonably believes it is reasonably likely may result in indemnification pursuant to this Article VIII, Parent shall promptly notify the Securityholders’ Representative of such claim; provided, however, no delay or failure on the part of an Indemnified Party in delivering a notice of a Third Party Claim shall relieve the Company Securityholders from any indemnification liability hereunder except to the extent such failure materially prejudices the defense of such Third Party Claim. If the contents and delivery of a notice of a Third Party Claim Notice satisfy the content and delivery requirements of a Claim Certificate pursuant to Section 8.7, then such notice shall also be deemed to be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-Party Claims”), the a Claim Certificate. The Indemnified Party shall promptly give notice thereof in writing shall, at its election, undertake and conduct the defense of such Third Party Claim with counsel of its own choosing (and reasonably acceptable to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect theretoSecurityholders’ Representative); provided, however, that the failure Securityholders’ Representative will be entitled to so notify employ separate counsel and participate, at its expense (on behalf of the Indemnifying Party will Company Securityholders), but not relieve control, the Indemnifying Party from any liability hereunder with respect to defense of such Third-Third Party Claim; provided, except to the extent, and only to the extentfurther, that except with the prior written consent of the Securityholders’ Representative, no settlement of any such failure has actually and materially prejudiced Third Party Claim with third party claimants may be effected by the Indemnifying Party. (ii) The Indemnifying Indemnified Party without the written consent of the Securityholders’ Representative, such consent not to be unreasonably, withheld, conditioned or delayed. Notwithstanding the foregoing, the Indemnified Party shall have the right to assume the defense of pay, settle or compromise any such Third-Third Party Claim without the Securityholders’ Representative’s consent if (with counsel x) the judgment or proposed settlement involves only the payment of the Indemnifying Party’s choice, approved money damages by the Indemnified Party, which approval shall (y) does not be unreasonably withheldimpose an injunction or other equitable relief upon the Company Securityholders, and (z) includes, as an unconditional term thereof, the giving by the claimant or plaintiff to the Company Securityholders of a release (in form and substance reasonably satisfactory to the Securityholders’ Representative) from all liability in respect of such Third Party Claim. (b) If the Indemnified Party may, at its election does not so elect to undertake and expense, participate in (but not control) conduct the defense of such Third-Third Party Claim. If , the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party Securityholders’ Representative may assume elect to undertake and control conduct the defense of such Third-Party Claim, in a reasonable manner, claim with counsel of its own choosing (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 reasonably acceptable 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 (Party); 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 will be entitled to be indemnified against under this Article 12employ separate counsel and participate, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to at its expense, but not control, the defense of such Third-Third Party Claim; provided, further, that except with the prior written consent of the Indemnified Party, no settlement of any such Third Party Claim with third party claimants may be effected by the Securityholders’ Representative without the written consent of the Indemnified Party, such consent not to be unreasonably, withheld, conditioned or delayed. Notwithstanding the foregoing, the Securityholders’ Representative shall have the right to pay, settle or compromise any such Third Party Claim without the Indemnified Party’s consent if (x) the judgment or proposed settlement involves only the payment of money damages by the Company Securityholders, (y) does not impose an injunction or other equitable relief upon the Indemnified Party, and (z) includes, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release (in form and substance reasonably satisfactory to the Indemnified Party) from all liability in respect of such Third Party Claim. (c) Parent and the Securityholders’ Representative shall render to each other such assistance as may be reasonably requested by the other in order to ensure the proper and adequate defense of any Third Party Claim, including attorneys’ feesfurnishing records, litigation information and appeal expensestestimony and attending conferences, settlement payments discovery proceedings, hearings, trials and amounts paid appeals 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimedconnection therewith. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (i) Promptly If the claim or demand set forth in the Notice of Claim is a claim or demand asserted by a third party (a "Third Party Claim"), the Indemnifying Party shall have 15 days (or such shorter period if an answer or other response or filing with respect to the pleadings served by the third party is required prior to the 15th day) after the date of receipt by the Indemnified Indemnifying Party of notice of, or otherwise acquiring knowledge the Notice of Claim (the assertion of, any third party claim in respect of which "Notice Date") to notify the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from in writing of the election by the Indemnifying Party under this Article 12 to defend the Third Party Claim on behalf of the Indemnified Party. (“Third-ii) If the Indemnifying Party Claims”)elects to defend a Third Party Claim on behalf of the Indemnified Party, the Indemnified Party shall promptly give notice thereof make available to the Indemnifying Party and its agents and representatives all records and other materials in writing its possession which are reasonably required in the defense of the Third Party Claim and the Indemnifying Party shall pay any expenses payable in connection with the defense of the Third Party Claim as they are incurred (whether incurred by the Indemnified Party or Indemnifying Party). (iii) In no event may the Indemnifying Party settle or compromise any Third Party Claim without the Indemnified Party's consent, which shall not be unreasonably withheld. (iv) If the Indemnifying Party elects to defend a Third Party Claim, the Indemnified Party shall have the right to participate in the defense of the Third Party Claim, at the Indemnified Party's expense (and without the right to indemnification for such expense under this Agreement). However, the reasonable fees and expenses of counsel retained by the Indemnified Party shall be at the expense of the Indemnifying Party if: (A) the use of the counsel chosen by the Indemnifying Party to represent the Indemnified Party would present such counsel with a conflict of interest; (B) the parties to such proceeding include both the Indemnified Party and the Indemnifying Party and there may be legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify (C) within 10 days after being advised by the Indemnifying Party will not relieve of the identity of counsel to be retained to represent the Indemnified Party, the Indemnified Party objects to the retention of such counsel for valid reasons (which shall be stated in a written notice to Indemnifying Party), and the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except does not retain different counsel reasonably satisfactory to the extent, and only Indemnified Party; or (D) the Indemnifying Party authorizes the Indemnified Party to retain separate counsel at the extent, that such failure has actually and materially prejudiced expense of the Indemnifying Party. (iiv) The If the Indemnifying Party shall have the right does elect to assume the defense of any such Third-defend a Third Party Claim, or does not defend a Third Party Claim (with counsel of the Indemnifying Party’s choicein good faith, 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 does not so assume the defense in a timely manner, (A) the Indemnified Party addition to any other right or remedy it may assume and control the defense of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) the defense of such actionhave hereunder, at its election the sole 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 reimburse the Indemnifying Party for 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, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent exclusive expense of the Indemnifying Party, which consent defend such Third Party Claim. However, such expenses shall not be unreasonably withheldpayable by the Indemnifying Party only if and when such Third Party Claim becomes payable. (vi) To the extent that an Indemnified Party recovers on a Third Party Claim, the amount of such recovery (after deduction of all costs and expenses incurred in connection with such Third Party Claim) shall reduce, dollar-for-dollar, the indemnification obligation otherwise owing by the Indemnifying Party.

Third Party Claims. (ia) 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 of to provide such 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 be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-Party Claims”), the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claimof its obligations hereunder, except to the extent, and only to the extent, extent that such failure has actually and materially prejudiced to give notice shall prejudice any defense or claim available to the Indemnifying Party. (iib) The Indemnifying Party shall have the right be entitled to assume the defense of any such Third-Third Party Claim (with counsel of reasonably satisfactory to the Indemnified Party, at the Indemnifying Party’s choicesole expense; provided that the Indemnifying Party shall not be entitled to assume or continue control of the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal Action, approved by (ii) the Third Party Claim seeks an injunction or equitable relief against any Indemnified Party, (iii) the Third Party Claim has or would reasonably be expected to result in Losses in excess of the amounts available for indemnification pursuant to Section 12.5, (iv) the Third Party Claim would reasonably be expected to have a material adverse effect on the Indemnified Party’s business or relates to its clients, which approval shall not be unreasonably withheld) and the Indemnified Party mayvendors or other service providers, at its election and expense, participate in (but not controlv) the defense of such Third-Indemnifying Party has failed or is failing to defend in good faith the Third Party Claim. , or (vi) the Indemnifying Party has not acknowledged that such Third Party Claim is subject to indemnification pursuant to this Article XII. (c) If the Indemnifying Party does not so assume assumes the defense in a timely mannerof 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 may assume and control the defense of such Third-Party Claim, in a reasonable mannerParty, and (B) the Indemnifying settlement includes an unconditional release of each Buyer Indemnified Party or Seller Indemnified Party, as applicable, reasonably satisfactory to the Indemnified Party, from all Losses with respect to such Third 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 participate in not claim that it does not have an indemnification obligation with respect thereto, and (iii) the Indemnified Party shall have the right (but not controlthe obligation) to participate in the defense of such actionThird Party Claim and to employ, at its election own expense, counsel separate from counsel employed by the Indemnifying Party; provided that the fees, costs and expense. expenses of such counsel shall be at the expense of the Indemnifying Party if the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and the Indemnified Party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. (d) 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-not settle any 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, if the Indemnifying Party shall pay all costs incident to the defense have any obligation as a result of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid (whether monetary or otherwise) unless such settlement is consented to in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly writing by the Indemnifying Party). If the Third-Party Claim is, in fact, such consent not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for 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, to the extent the Indemnifying Party paid unreasonably withheld 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimeddelayed. (iiie) If the Indemnifying Party undertakes Each party shall cooperate, and cause their respective Affiliates to cooperate, in the defense or prosecution of any such Third-Third Party Claim or otherwise acknowledges its obligation Claim. Any consent to indemnify any be given by the Buyer Indemnified Parties under this Section 12.7 shall be given by the Buyer acting on behalf of the Buyer Indemnified Parties hereunder with respect thereto, and any consent to be given by the Seller Indemnified Party and its Affiliates are not entitled to (and Parties under this Section 12.7 shall not) settle or release any such Third-Party Claims without be given by the consent Representative acting on behalf of the Indemnifying Party, which consent shall not be unreasonably withheldSeller Indemnified Parties.

Third Party Claims. (i) Promptly after receipt by the a SELLER Indemnified Party or a PURCHASER Indemnified Party (an “Indemnified Party”) of notice of, of any matter or otherwise acquiring knowledge the commencement of the assertion of, any action or claim by a third party claim in respect of which the Indemnified Party reasonably believes it is reasonably likely intends to be entitled to seek indemnification from the Indemnifying Party under this Article 12 hereunder (a “Third-Party ClaimsClaim”), the Indemnified Party shall promptly give notice notify the Party that may be obligated to provide such indemnification under this Section 14 (an “Indemnifying Party”) of such claim thereof in writing to the Indemnifying Partywriting, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, provided that the any failure to so notify the Indemnifying Party will shall not relieve it from any liability other than to the extent the Indemnifying Party from any liability hereunder with respect is actually prejudiced by such failure. Within 15 days of receiving the above notice, effective upon written notice to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and 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 does not so must (i) assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such Third-Party Claim, (ii) confirm in a reasonable mannerwriting its responsibility for all defense costs and expenses, liabilities 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 obligations arising from such Third-Party Claims. If 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 such Third-Party Claim isand its selection of counsel reasonably satisfactory to such Indemnified Party; provided, in facthowever, a Third-Party Claim to which that: (i) the Indemnified Party is shall be entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to participate in the defense of such Third-Party Claim, including attorneys’ fees, litigation Claim and appeal expenses, settlement payments to employ counsel of its own selection and amounts paid at its own expense to assist in satisfaction the handling of judgments such matter or claim; (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by ii) the Indemnifying Party). If the Third-Party Claim is, in fact, not a Third-Party Claim to which shall consult with the Indemnified Party is entitled prior to be indemnified against under this Article 12acting on major matters, the Indemnified and each Party shall reimburse provide the Indemnifying other Party for with all costs incident cooperation, documents and information reasonably requested by the other Party; and (iii) no Party shall, without the prior written consent of the other Party in its sole discretion, consent to the defense entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Party of a full and complete release from all liability in respect of such Third-Party Claim, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (i) Promptly after receipt by the If any Action is instituted against an Indemnified Party of notice of, by a Third Party which involves or otherwise acquiring knowledge of the assertion of, any third party claim in respect of which the Indemnified Party reasonably believes it is appears reasonably likely to be entitled to indemnification from the Indemnifying involve an Indemnification Claim hereunder (a “Third Party under this Article 12 (“Third-Party ClaimsClaim”), the Indemnified Party shall shall, promptly give after receipt of notice thereof of any such Action, notify the Indemnifying Party in writing to of the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect theretocommencement 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 any liability hereunder with respect to such Third-Party Claim, Liability in connection therewith except and to the extent, extent (and only to the extent, ) that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall . Seller will have the right right, in its sole discretion, to assume control the defense or settlement of any such Third-Third Party Claim (with Claim, including the appointment by Seller of a recognized and reputable counsel of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheld) and reasonably acceptable to the Indemnified Party may(if other than Seller) to be the lead counsel in connection with such defense. Notwithstanding the foregoing: (a) if Seller elects to control the defense or settlement of a Third Party Claim, at its election and expensethe Buyer Indemnified Party or Buyer Indemnifying Party, as the case may be, will be entitled to participate in (but not control) 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 Third-separate counsel will be borne by such Buyer Indemnified Party or Buyer Indemnifying Party; (b) if Seller elects not to control the defense or settlement of a Third Party Claim. If , 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 does not so assume controlling the defense or settlement of the Third Party Claim and counsel for such Indemnifying Party could not 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 against a timely mannerIndemnified Party, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of or consenting to the entry of any judgment with respect to such 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 Indemnified Party a release from all Liability in respect of such Third Party Claim; (2) there is (A) the no finding or admission of any violation of Law by any Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable mannerParty, 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 that shall be paid in full by the Indemnifying Party; and (f) if the Indemnified Party controls the defense or settlement of any Third Party Claim, (i) the Indemnifying Party may will be entitled to participate at its own cost in (but not control) the defense or settlement of such actionThird Party Claim and to employ counsel of its choice for such purpose and to receive copies of all pleadings, at its election notices and expense. The Indemnified Party and its Affiliates shall cooperate in good faith communications with respect to the defense or handling of such Third-Third Party Claims. If the Third-Party Claim isClaim, in fact, a Third-Party Claim to which and (ii) the Indemnified Party is entitled to be indemnified against under this Article 12, shall obtain the prior written consent of the Indemnifying Party shall pay all costs incident before entering into any settlement of or consenting to the defense entry of any judgment with respect to such Third-Third Party Claim, including attorneys’ feeswhich consent will not unreasonably be withheld, litigation conditioned or delayed, unless (1) the terms of the proposed settlement or judgment include as an unconditional and appeal expenseswith-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, settlement payments and amounts (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 satisfaction of judgments (full by the Indemnified Party; provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim isthat, 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 reimburse the Indemnifying Party for 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, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not no settlement of any such Third Party Claim will be unreasonably withheld.determinative of the existence of or amount of Losses relating to such matter or whether such Losses are indemnifiable hereunder

Third Party Claims. Each party (i“Defending Party”) Promptly after receipt will defend the other party (“Defended Party”) against any third-party claim (“Claim”) alleging that the Confidential Information provided by the Indemnified Defending Party of notice ofinfringes any U.S. patent, copyright or trade secret, or otherwise acquiring knowledge other non-patent intellectual property right of such third party. The Defending Party will pay damages finally awarded against the assertion of, any third party claim in respect of which the Indemnified Defended Party reasonably believes it is reasonably likely to be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-Party Claims”), the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding or the amount and nature of Losses with respect thereto; provided, however, that any settlement the failure to so notify the Indemnifying Defending Party will not relieve the Indemnifying Party from any liability hereunder enters into) with respect to such Third-Party Claim, except to the extentClaims, and only to will pay reasonable attorney’s fees in connection with such defense. Neither party shall have any such obligations for its Confidential Information hereunder where the extent, that Claim directly or indirectly arises from the other party’s misuse or unauthorized modification of such failure has actually and materially prejudiced Confidential Information. This obligation is contingent on the Indemnifying Defended Party providing the Defending Party.: (i) written notice within thirty (30) days of receiving a Claim; (ii) The Indemnifying all reasonable assistance (at the expense of the Defending Party) and necessary information within its control for the Defending Party shall have the right to assume conduct a defense; and (iii) with sole control of the defense of any such Third-Party Claim (with counsel and settlement 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 does not so assume use of the defense Service or ▇▇▇▇▇▇ Materials infringes, or in ▇▇▇▇▇▇’▇ determination, is likely to infringe, a timely mannerthird party proprietary right, ▇▇▇▇▇▇ may, in its sole discretion and at its option and expense (a) obtain for Client the right to use the allegedly infringing item(s), (Ab) the Indemnified Party may assume and control the defense of substitute or modify such 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 item to be indemnified against under this Article 12non-infringing and have equivalent functionality, or if 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 reimburse the Indemnifying Party for 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, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates foregoing options are not entitled to commercially reasonable (and shall notc) settle or release any such Third-Party Claims without terminate the consent of the Indemnifying Party, which consent shall not be unreasonably withheldAgreement. THE FOREGOING STATES THE DEFENDING PARTY’S ENTIRE LIABILITY AND THE DEFENDED PARTY’S SOLE AND EXCLUSIVE REMEDY FOR INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT OR ALLEGATIONS THEREOF.

Third Party Claims. (ia) Promptly after receipt by the Indemnified To make a claim for indemnification hereunder in connection with any Third-Party of notice ofProceeding, claim 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 be entitled to indemnification from the Indemnifying Party under this Article 12 demand (a “Third-Party ClaimsClaim”), a Party making a claim for indemnification (an “Indemnified Party”) shall promptly in writing notify the party whom the Indemnified Party shall claims is required to indemnify the Indemnified Party (an “Indemnifying Party”) of such Third-Party Claim and the Indemnified Party’s claim for indemnification with respect thereto after obtaining actual knowledge of such Third-Party Claim; provided that failure to promptly give such notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claimof its indemnification obligations under this Article 10, except to the extent, and only if any, that the Indemnifying Party has actually been materially prejudiced thereby. (b) The Indemnifying Party will have the right to assume the entire control of the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the extentIndemnified Party by written notice to the Indemnified Party within thirty (30) days after the Indemnifying Party has received notice of the Third-Party Claim from the Indemnified Party, and in case of a Third-Party Claim relating to Taxes, determination of the forum to contest the imposition of Taxes; provided, that the Indemnified Party may retain control of the defense of and be reimbursed for Losses in connection with any Third-Party Claim, to the extent that such failure Third-Party Claim (i) requires immediate compliance or payment to avoid a material adverse effect on the Indemnified Party, (ii) relates to or arises in connection with any Proceeding involving or potentially involving criminal penalties against it, or (iii) gives rise to a reasonable belief of the Indemnified Party that an adverse determination would be materially detrimental to or materially injure the Indemnified Party’s reputation or future business prospects. (c) If an Indemnifying Party assumes the defense of a Third-Party Claim, the Indemnified Party shall be entitled to participate in the defense of the claim, provided that the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it unless either of the following apply: (i) the employment of such counsel has actually and materially prejudiced been authorized in writing by the Indemnifying Party, or (ii) if the named parties to a Proceeding include both an Indemnifying Party and an Indemnified Party, and the Indemnified Party’s legal counsel has advised the Indemnified Party in writing, with a copy to the Indemnifying Party, that there may be one or more legal defenses available to such Indemnified Party that are materially different from or additional to those available to the Indemnifying Party and which could give rise to a conflict of interest that would make it inappropriate under applicable standards of professional conduct for the Indemnified Party and the Indemnifying Party to share common counsel. If the event of either (i) or (ii) in the immediately preceding sentence, then the Indemnified Party may employ separate counsel at the expense of the Indemnifying Party to represent the Indemnified Party, but in no event shall the Indemnifying Party be obligated to pay the costs and expenses of more than one such separate counsel (and other local counsel, as required) for any one Third-Party Claim. (iid) The If an Indemnifying Party assumes the defense of a Third-Party Claim, the Indemnifying Party shall have the right to settle or resolve any such claim by a third party; provided, that any such settlement or resolution contemplated by any of the Sellers or Founders, as the Indemnifying Party, that involves any action or inaction by or other injunctive relief with respect to a Purchaser Indemnified Party other than the payment of money (which is paid in full by the Sellers or Founders, subject to the applicable conditions and limits contained in this Article 10) shall not be concluded without the prior written approval of such Purchaser Indemnified Party, which approval may be withheld, delayed or conditioned in such Purchaser Indemnified Person’s sole discretion; and provided, further, that any such settlement or resolution contemplated by Purchaser, as the Indemnifying Party, that involves any action or inaction by or other injunctive relief with respect to a Seller Indemnified Person other than the payment of money (which is paid in full by Purchaser, subject to the applicable conditions and limits contained in this Article 10) shall not be concluded without the prior written approval of such Seller Indemnified Person, which approval may be withheld, delayed or conditioned in such Seller Indemnified Person’s sole discretion. (e) If an Indemnifying Party does not assume the active defense of a Third-Party Claim or any litigation resulting therefrom within 30 days of receipt of notice of 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 from the Indemnified Party mayunder Section 10.04(a) above, at its election and expense, participate in (but not control) the defense or such shorter period of such Third-Party Claim. If the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such 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 time if the Third-Party Claim is, in fact, is 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 criminal matter requiring more immediate attention or entails a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12request for immediate injunctive relief, the Indemnified Party may defend against such claim in such manner as it reasonably deems appropriate. (f) The Indemnified Parties shall reimburse cooperate reasonably in good faith and in all respects with the Indemnifying Party for all costs incident to (at the defense of such Third-Party Claim, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent expense of the Indemnifying Party, which consent except as to counsel unless provided above) and its representatives (including its counsel) in the investigation, negotiation, settlement, trial and/or defense of any Third-Party Claim (and any appeal arising therefrom), including making available pertinent information within or under its control. The Parties shall not cooperate with each other in any notifications to and information requests of any insurers, and all costs and expenses incurred in such cooperation shall be unreasonably withheldborne by the Indemnifying Party.

Third Party Claims. (ia) Promptly after receipt 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 of notice ofif (i) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or otherwise acquiring knowledge of the assertion ofinvestigation, any third party claim in respect of which (ii) the Indemnified Party reasonably believes it is reasonably likely an adverse determination with respect to the Third Party Claim would be entitled detrimental to indemnification from 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 under 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 12 9 may be paid from the Indemnity Holdback; provided that Parent has provided its written consent regarding all such expenses (“Third-which consent shall not be unreasonably withheld). (b) If the Indemnifying Party Claims”)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 shall promptly give notice thereof 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, specifying in reasonable detail then the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so Indemnified Party may notify the Indemnifying Party will not relieve in writing that it elects to assume control of the defense of such a Third Party Claim, in which case, the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall not have the right to assume the defense of any such Third-Party Claim Claim. (with counsel of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheldc) 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 does not so shall assume the defense in a timely manner, (A) the Indemnified Party may assume and control of the defense of such 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-any Third Party Claim is, in fact, a Third-Party Claim to which accordance with the Indemnified Party is entitled to be indemnified against under provisions of this Article 12Section 9.05, the Indemnifying Party shall pay obtain the prior written consent of the Indemnified Party before entering into any settlement of such Third Party Claim if the settlement does not expressly unconditionally release the Indemnified Party from all costs incident 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. (d) The Indemnified Party shall be entitled to participate in 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-any Third Party Claim is, in fact, not a Third-Party Claim and to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party employ separate counsel of its choice for all costs incident to the defense such purpose. The fees and expenses of such Third-Party Claim, 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 separate counsel shall be borne 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If ; provided that the Indemnifying Party undertakes shall pay the fees and expenses of such separate counsel (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of any such Third-the Third Party Claim or otherwise acknowledges its obligation to indemnify any (ii) if representation of both the Indemnified Parties hereunder with respect thereto, Indemnifying Party and the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without by the consent same counsel would create a conflict of the Indemnifying Party, which consent shall not be unreasonably withheldinterest.

Third Party Claims. (i1) Promptly after receipt by the Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, If any third party claim in shall notify either party (the “Indemnified Party”) with respect of to any matter (a “Third Party Claim”) which may give rise to a claim, for indemnification against the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from other party (the “Indemnifying Party Party”) under this Article 12 (“Third-Party Claims”)Lease, then the Indemnified Party shall promptly give (and in any event within ten business days’ after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing writing; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure. (2) The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement releases the Indemnified Party completely in connection with such Third Party Claim and that would not otherwise adversely affect the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall have the right not be entitled to assume the defense of any such Third-Third Party Claim (with and shall be liable for the reasonable fees and expenses of counsel of the Indemnifying Party’s choice, approved incurred by the Indemnified PartyParty in defending such Third Party Claim) if the Third Party Claim seeks an order, which approval shall not be unreasonably withheld) and injunction or other equitable relief or relief for other than money damages against the Indemnified Party maythat the indemnified Party reasonably determines, at after conferring with its election and expenseoutside , participate in (but counsel, cannot control) the defense of such Third-Party Claimbe separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such 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-Third Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to can be indemnified against under this Article 12so separated from that for money damages, the Indemnifying Party shall pay 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 Indemnifying Party (not to be withheld or delayed unreasonably. (4) The party defending a Third Party Claim shall conduct the defense actively and diligently, and all costs incident to parties shall cooperate in the defense of such Third-Party Claim, including attorneys’ fees, litigation claim. Such cooperation shall include the provision and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable access to the extent not incurred directly defending party of documents, information, books and records reasonably requested by the Indemnifying Party). If defending party and material to such claim, and making available employees as may be reasonably requested by the Third-Party Claim is, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to party defending such claim and as shall be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to reasonably required In connection with the defense of such Third-Party Claim, including attorneys’ fees, claim and 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimedresulting there from. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (ia) Promptly after receipt by If a third party initiates a claim, demand, dispute, lawsuit or arbitration (a “Third-Party Claim”) against any Person (the “Indemnified Party”) with respect to any matter that the Indemnified Party of notice ofmight make a claim for indemnification against any Party (the “Indemnifying Party”) under this Article 6, or otherwise acquiring knowledge of the assertion of, any third party claim in respect of which then the Indemnified Party reasonably believes it is reasonably likely must promptly notify the Indemnifying Party in writing of the existence of such Third-Party Claim and must deliver copies of any documents served on the Indemnified Party with respect to be entitled the Third-Party Claim; provided, however, that any failure on the part of an Indemnified Party to indemnification from so notify an Indemnifying Party shall not limit any of the obligations of the Indemnifying Party under this Article 12 6 (“except to the extent such failure materially prejudices the defense of such proceeding). (b) Upon receipt of the notice described in Section 6.6(a), the Indemnifying Party will have the right to defend the Indemnified Party against the Third-Party Claims”)Claim with counsel reasonably satisfactory to the Indemnified Party, provided, that (i) the Indemnifying Party notifies the Indemnified Party shall promptly give notice thereof in writing within fifteen (15) days after the Indemnified Party has given notice of the Third-Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, or caused by the Third-Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third-Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) the Third-Party Claim does not involve any customer of the Company or any of its Subsidiaries, (v) settlement of, or an adverse judgment with respect to, the Third-Party Claim is not, in the good faith judgment of the Indemnified Party, specifying in reasonable detail likely to establish a precedential custom or practice adverse to the information then available regarding continuing business interests or the amount reputation of the Indemnified Party, and nature (vi) the Indemnifying Party conducts the defense of Losses the Third-Party Claim actively and diligently. The Indemnifying Party will keep the Indemnified Party apprised of all material developments, including settlement offers, with respect thereto; providedto the Third-Party Claim and permit the Indemnified Party to participate in the defense of the Third-Party Claim. So long as the Indemnifying Party is conducting the defense of the Third-Party Claim in accordance with this Section 6.6(b), however, that the failure to so notify the Indemnifying Party will not relieve be responsible for any attorneys’ fees or other expenses incurred by the Indemnifying Indemnified Party from any liability hereunder with respect to such regarding the defense of the Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (c) In the event that any of the conditions under Section 6.6(b) is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on, or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate, (ii) The the Indemnifying Parties will reimburse the Indemnified Party shall have promptly and periodically for the right to assume costs of defending against the defense of any such Third-Party Claim (with counsel of including reasonable attorneys’ fees and expenses), and (iii) 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 does not so assume the defense in a timely manner, (A) Parties will remain responsible for any Adverse Consequences the Indemnified Party may assume and control the defense of such Third-Party Claimsuffer resulting from, in a reasonable mannerarising out of, and (B) the Indemnifying Party may participate in (but not control) the defense of such actionrelating to, 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 caused by the Third-Party Claim isto the fullest extent provided in this Article 6. (d) Except in circumstances described in Section 6.6(c), in fact, a Third-Party Claim to which neither the Indemnified Party is entitled to be indemnified against under this Article 12, nor the Indemnifying Party shall pay all costs incident will consent to the defense entry of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, any judgment or enter into any settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable with respect 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 reimburse the Indemnifying Party for 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, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the prior written consent of the Indemnifying Partyother party, which consent shall will not be unreasonably withheldwithheld or delayed.

Third Party Claims. (ia) Promptly after receipt by the a USAC Indemnified Party Person or a NPCC Indemnified Person (collectively, “Indemnified Persons”) 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 be entitled to indemnification from the Indemnifying Party under this Article 12 (“a Third-Party Claims”)Claim against it, the such Indemnified Party Person shall promptly give notice thereof in writing to the other party (the “Indemnifying Party”) of the assertion of such Third-Party Claim, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, provided that the failure to so notify the Indemnifying Party give such notice will not relieve the Indemnifying Party from of any liability hereunder that it may have to any Indemnified Person, except to the extent that the Indemnifying Party demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnified Person’s failure to give such notice. (b) If an Indemnified Person gives notice to the Indemnifying Party under Section 9.3(a) of the assertion of a Third-Party Claim, the Indemnifying Party shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) Indemnified Party is also a Person against whom the Third-Party Claim is made and the Indemnified Person determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), except to the extent, and only to the extent, that such failure has actually and 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 satisfactory to the Indemnified Person. After notice from the Indemnifying Party’s choice, approved by Party to the Indemnified Party, which approval shall not be unreasonably withheld) and the Indemnified Party may, at Person of its election and expense, participate in (but not control) to assume the defense of such Third-Party Claim. If , the Indemnifying Party does not shall not, so assume the defense in a timely mannerlong as it diligently conducts such defense, (A) be liable to the Indemnified Party may assume and control Person under this Article 9 for any fees of other counsel or any other expenses with respect to the defense of such 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 each case subsequently incurred by the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to Person in connection with the defense of such Third-Party Claim, including attorneys’ feesother than reasonable costs of investigation. (c) If the Indemnifying Party assumes the defense of a Third-Party Claim, litigation and appeal expenses, no compromise or settlement payments and amounts of such Third-Party Claims may be effected by the Indemnifying Party without the Indemnified Person’s prior written consent unless (i) there is no finding or admission of any violation of Legal Requirement or any violation of the rights of any Person; (ii) the sole relief provided is monetary damages that are paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly full by the Indemnifying Party). ; and (iii) the Indemnified Person shall have no liability with respect to any compromise or settlement of such Third-Party Claims effected without its prior written consent. (d) If notice is given to an Indemnifying Party of the assertion of any 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 reimburse and the Indemnifying Party for all costs incident does not, within ten (10) Business Days after such notice is given, give notice to the Indemnified Person of its election to assume the defense of such Third-Party Claim, 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 will be bound by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be determination made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any in such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of compromise or settlement effected by the Indemnified Parties hereunder with respect theretoPerson. (e) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or its Related Persons other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the Indemnified Party and its Affiliates are not entitled Person may, by notice to (and shall not) the Indemnifying Party, assume the exclusive right to defend, compromise or settle or release any such Third-Party Claims Claim, but the Indemnifying Party will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its Consent (which may not be unreasonably withheld). (f) Each Indemnifying Party, (i) consents to the consent nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third-Party Claim is brought against any Indemnified Person for purposes of any claim that a Indemnified Person may have under this Agreement with respect to such Proceeding or the matters alleged therein and (ii) agrees that process may be served on the Indemnifying Party with respect to such a claim anywhere in the world. (g) With respect to any Third-Party Claim subject to indemnification under this Article 9, (i) both the Indemnified Person and the Indemnifying Party, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related Proceedings at all stages thereof when such Person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (h) With respect to any Third-Party Claim subject to indemnification under this Article 11, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its Best Efforts, in respect of any Third-Party Claim in which consent shall not it has assumed or participated in the defense, to avoid production of Confidential Information (consistent with Legal Requirements and rules of procedure), and (ii) all communications between any party to this Agreement and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be unreasonably withheldmade so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (iA) Promptly after receipt by the If any Indemnified Party of receives notice of, or otherwise acquiring knowledge of the assertion of, or commencement of any third party claim in respect of which the Indemnified Action made or brought by any Person who is not a Party reasonably believes it is reasonably likely to be entitled to indemnification from the Indemnifying Party under this Article 12 or a Party’s Affiliate or Representative (a “Third-Party ClaimsClaim”)) against such Indemnified Party with respect to which the Indemnifying Party is liable to indemnify under this Agreement, the such Indemnified Party shall promptly give the Indemnifying Party prompt written notice thereof in writing (the “Third-Party Claim Notice”). The failure to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; providedgive such prompt written notice shall not, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claimits indemnification obligations, except to the extent, and only to the extent, extent that such failure has actually and it is materially prejudiced by reason of such failure. The Third-Party Claim Notice shall describe the Indemnifying Third-Party Claim in reasonable detail, shall include copies of all material written notices received in respect thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. (iiB) The Indemnifying Party shall have the right to assume the defense of any such Third-Party Claim (with counsel of the Indemnifying Party’s choiceat its own expense and by its own counsel, approved by the Indemnified Party, which approval shall not be unreasonably withheld) and the Indemnified Party mayshall cooperate in good faith in such defense, at its election and expense, participate in so long as (but not controli) the defense Indemnifying Party notifies the Indemnified Party in writing within twenty (20) days after receipt of such the Third-Party Claim. If the Indemnifying Party does not so Claim Notice that it will assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable manner(ii) the Third-Party Claim only involves monetary damages and does not seek an injunction or other equitable relief, and (Biii) the Indemnifying Party may participate in (but not control) conducts the defense of the Third-Party Claim actively and diligently, and (iv) the amount sought under such actionThird- Party Claim does not exceed the then-remaining Indemnification Cap of the relevant Indemnifying Party, taking into account all other then-pending indemnification claims. (C) In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, (x) subject to Section 6.2(e)(ii), 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, and (y) the Indemnified Party shall have the right, at its election own cost and expense, to participate in the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The Notwithstanding the foregoing, such Indemnifying Party shall not be entitled to assume control of the defense of any Third-Party Claim (unless otherwise agreed to in writing by the Indemnified Party) if the Indemnified Party reasonably determines that a conflict of interest is likely to exist if such Indemnifying Party was defending such claim or if the claim is brought by a Government Authority directly against the Indemnified Party, and its Affiliates such Indemnifying Party shall cooperate in good faith with respect indemnify the Indemnified Party for Losses the Indemnified Party reasonably incurs by reason of any such action. (D) If the Indemnifying Party elects not to control or conduct the defense or handling of such Third-Party Claims. If Claim or fails to promptly notify the Indemnified Party in writing of its election to defend within such 20-day period, or any of the conditions of its right to control or conduct the defense of such Third-Party Claim isset forth in this Section 6.2(e) are not or cease to be satisfied, in factthen the Indemnified Party may pay, a compromise, consent to the entry of any judgment or defend against such Third-Party Claim to which in any manner it reasonably may deem appropriate (and the Indemnified Party is entitled to be indemnified against under this Article 12need not consult with, the or obtain any consent from, any Indemnifying Party in connection therewith), and seek indemnification for any and all Losses based upon, arising from or relating to such Third-Party Claim. (E) The Parties shall pay cooperate with each other in all costs incident reasonable respects in connection with the defense of any Third-Party Claim, including making available (subject to the provisions of Section 6.3 and any requirements to preserve applicable privilege) 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 of the non-defending Party as may be reasonably necessary for the preparation of 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 reimburse the Indemnifying Party for 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, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (ia) Promptly after receipt by the Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, any If a third party claim in respect of which the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from the Indemnifying Party under this Article 12 initiates a Proceeding (a “Third-Party ClaimsClaim”), ) against any Person (the “Indemnified Party”) with respect to any matter that the Indemnified Party shall be entitled to make a claim for indemnification against the other Party (the “Indemnifying Party”) under this ARTICLE 7, then the Indemnified Party must promptly give notice thereof notify the Indemnifying Party in writing of the existence of such Third-Party Claim and must deliver copies of any documents served on the Indemnified Party with respect to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect theretoThird-Party Claim; provided, however, that any failure on the failure part of an Indemnified Party to so notify an Indemnifying Party shall not limit any of the obligations of the Indemnifying Party under this ARTICLE 7, except to the extent such failure materially prejudices the defense of such Proceeding. (b) Upon receipt of the notice described in Section 7.5(a), the Indemnifying Party will not relieve have the right to defend the Indemnified Party against the Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party, provided, that (i) the Indemnifying Party from any liability hereunder provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third-Party Claim and fulfill its indemnification obligations hereunder, and unconditionally confirms in writing that it will satisfy its indemnification obligations under this ARTICLE 7 with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The the Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iii) settlement of, or an adverse judgment with respect to, the Third-Party Claim is not, [*], likely to (A) [*], or (B) [*], (iv) the Indemnifying Party conducts the defense of the Third-Party Claim actively and diligently, and (v) the amount sought by the third party does not exceed the applicable Cap; and provided, further, that, notwithstanding anything in this Agreement to the contrary, Buyer shall have the right to assume control the defense of any such Third Party Claim involving or pertaining to any Purchased Intellectual Property or any Program Compound or Product. The Indemnifying Party will keep the Indemnified Party apprised of all material developments, including settlement offers, with respect to the Third-Party Claim and permit the Indemnified Party to participate in the defense of the Third-Party Claim. So long as the Indemnifying Party is conducting the defense of the Third-Party Claim in accordance with this Section 7.5(b), the Indemnifying Party will not be responsible for any attorneys’ fees or other expenses incurred by the Indemnified Party regarding the Third-Party Claim. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, enter into any settlement agreement with respect to a Third-Party Claim that does not provide for a full release of the Indemnified Party. (c) In the event that any of the conditions under Section 7.5(b) is or becomes unsatisfied, (i) the Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third-Party Claim in any manner it may reasonably deem appropriate, (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. for the costs of defending against the Third-Party Claim (with counsel of including reasonable attorneys’ fees and expenses for one counsel), and (iii) 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 does not so assume the defense in a timely manner, (A) Parties will remain responsible for any Losses the Indemnified Party may assume and control the defense suffer resulting from, arising out of such 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 caused by 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, provided 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 reimburse the Indemnifying Party for 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, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimedARTICLE 7. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. If any lawsuit, enforcement action, demand or claim is brought or made by any other non-Affiliate Person (ia “Third Party Claim”) Promptly after receipt 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 be entitled, if it so elects, to take control of the defense and investigation of the Third Party Claim and to employ and engage attorneys of its own choice reasonably acceptable to the Indemnified Party to handle and defend the Third Party Claim, at the Indemnifying Party’s cost, risk and expense. Any election by the Indemnifying Party to take control of the defense and investigation of a Third Party Claim shall not be deemed a waiver of the Indemnifying Party’s right to determine at a later date that the Third Party Claim is not entitled to indemnification under this Agreement, in which case Indemnifying Party may, in the exercise of its sole discretion, 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 undertaken in a manner so as not to materially prejudice the defense or the rights of the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party so as to minimize the risk of any such prejudice. 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 of notice of, or otherwise acquiring knowledge records and information which are reasonably relevant to the Third Party Claim, and (c) making its employees available on a mutually convenient basis to provide additional information and explanation of the assertion of, any third party claim in respect of which the Indemnified Party reasonably believes it is reasonably likely material provided to be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-Party Claims”), the Agreement. The Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and 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 nevertheless may, at its election and expenseown cost, participate in (but not control) the investigation, trial and defense of such Third-Party Claim. If the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such 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 reimburse the Indemnifying Party for 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, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Third Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheldresulting appeal.

Third Party Claims. (ia) Promptly after receipt by the Indemnified Party an Indemnitee of notice of, or otherwise acquiring knowledge of the assertion ofof a claim against it by a Person that is not a Buyer Indemnitee or a Seller Indemnitee, any third party claim in respect or one of their respective Affiliates (each, a “Third Party”) for which the Indemnified Party reasonably believes it Indemnitee is reasonably likely to be entitled to indemnification from the Indemnifying Party under this Article 12 indemnity hereunder (a “Third-Party ClaimsClaim”), the Indemnified Party Indemnitee shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail Indemnitor of the information then available regarding the amount and nature assertion of Losses with respect theretosuch Third-Party Claim; provided, however, that the failure to so promptly notify the Indemnifying Party Indemnitor will not relieve the Indemnifying Party from Indemnitor of any liability hereunder with respect that it may have to any Indemnitee, except to the extent that the Indemnitor demonstrates that the defense of such Third-Party Claim is prejudiced by the Indemnitee’s failure to give such notice. Such notice by the Indemnitee shall: (i) describe the Third-Party Claim in reasonable detail; (ii) include copies of all material written evidence thereof; and (iii) indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnitee. (b) If an Indemnitee gives notice to the Indemnitor pursuant to Section 8.04(a) of the assertion of a Third-Party Claim, except the Indemnitor shall be entitled to participate in the defense of such Third-Party Claim at its sole cost and expense and, to the extentextent that it wishes, and only to the extent, that such failure has actually and 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 satisfactory to the Indemnitor. After notice from the Indemnitor to the Indemnitee 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) to assume the defense of such Third-Party Claim. If , the Indemnifying Party does not Indemnitor shall not, so assume long as it diligently conducts such defense, be liable to the defense in a timely manner, (A) the Indemnified Party may assume and control Indemnitee under this Article 8 for any fees or costs of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in a reasonable manner, and (B) each case subsequently incurred by the Indemnifying Party may participate Indemnitee 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 connection 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. (c) The Indemnitee shall have the right, including attorneys’ feesat its own cost and expense, litigation and appeal expenses, settlement payments and amounts paid to participate in satisfaction the defense of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnifying Party). If the any Third-Party Claim is, in fact, with counsel selected by it subject to the Indemnitor’s right to control the defense thereof. If the Indemnitor elects not a to compromise or defend such Third-Party Claim or fails to which notify the Indemnified Party is entitled Indemnitee in writing of its election to be indemnified against under defend as provided in this Article 12Agreement, the Indemnified Indemnitee may, subject to Section 8.04(d), pay, compromise or defend such Third-Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third-Party Claim (subject to the limitations on indemnification and the recovery of Losses provided herein). The parties hereto shall reimburse (and shall cause their respective Affiliates and Representatives to) cooperate with each other in all reasonable respects in connection with the Indemnifying defense of any Third-Party Claim, including making available records relating to such Third-Party Claim and, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for all costs incident to the preparation of the defense of such Third-Party Claim, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iiid) If In the Indemnifying Party undertakes event the Indemnitor assumes the defense of any such Third-Party Claim, the Indemnitor shall not enter into settlement of any Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the prior written consent of the Indemnifying Party, Indemnitee (which consent shall not be unreasonably withheld, conditioned or delayed), unless: (i) there is no finding or admission of any violation of Law by the Indemnitee in such settlement; (ii) the sole relief provided in such settlement is monetary damages that are paid in full by the Indemnitor; and (iii) such settlement provides, in customary form, for the release of the Indemnitee from all liabilities and obligations in connection with such Third-Party Claim. If, however, the Indemnitor does not assume the defense of the Third-Party Claim, the Indemnitee shall not agree to any settlement thereof without the written consent of the Indemnitor (which consent shall not be unreasonably withheld, conditioned or delayed), unless: (x) there is no finding or admission of any violation of Law by the Indemnitor in such settlement; (y) the sole relief provided in such settlement is monetary damages; and (z) such settlement provides, in customary form, for the release of the Indemnitor from all liabilities and obligations in connection with such Third-Party Claim.

Third Party Claims. (i) Promptly after receipt by In the Indemnified Party of notice of, or otherwise acquiring knowledge event of the assertion of, or commencement by any third party Person of any claim in respect of which the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from the Indemnifying Party under this Article 12 or proceeding (whether against STI, IgDraSol, or any other Person) (a “Third-Party ClaimsClaim”)) with respect to which an Indemnitor may become obligated to indemnify, hold harmless, compensate or reimburse an Indemnified Party pursuant to this Article VI, then: (i) with respect to Third-Party Claims that relate solely to the payment of money damages and will not have an adverse effect on the business, operations, prospects, or reputation of IgDraSol or STI, then the Indemnitor shall have thirty (30) days after receipt of the Indemnified Party’s notice of a given Third-Party Claim to deliver to the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, a written acknowledgement that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and 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, is an indemnifiable claim for which approval shall not be unreasonably withheld) and the Indemnified Party mayit is liable and, at its election election, to conduct and expense, participate in (but not control) control the defense and settlement of such Third-Party Claim. If Claim at its own expense with counsel reasonably satisfactory to the Indemnifying Party does not so assume the defense Indemnified Party, in a timely manner, which case: (A) the Indemnified Party may assume and control the participate in, but not control, such defense of or settlement through counsel chosen by such Third-Indemnified Party Claim, in a reasonable manner, and at its own expense; (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 use reasonable efforts to make available to the defense Indemnitor any documents and materials that are under the direct or handling indirect control 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 or any of its subsidiaries or other Affiliates that may be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident necessary to the defense of such Third-Party Claim; (D) the Indemnified Party shall execute such documents and take such other actions as the Indemnitor may reasonably request for the purpose of facilitating the defense of, including attorneys’ feesor any settlement, litigation and appeal expensescompromise or adjustment relating to, settlement payments and amounts paid in satisfaction of judgments such Third-Party Claim; (provided, however, that such costs and amounts are reasonable to E) the extent not incurred directly Indemnified Party shall otherwise fully cooperate as reasonably requested by the Indemnifying Party). If Indemnitor in the defense of such Third-Party Claim; (F) the Indemnified Party shall not admit any liability with respect to such Third-Party Claim; and (G) the Indemnitor shall not enter into any agreement providing for the settlement or compromise of such Third-Party Claim is, in fact, not or the consent to the entry of a judgment with respect to such Third-Party Claim without the prior written consent of Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) if such settlement agreement imposes a non-monetary commitment by the Indemnified Party; or (ii) with respect to Third-Party Claims for which the Indemnitor does not so notify the Indemnified Party is entitled within such thirty (30) day period of its election to be indemnified against under this Article 12proceed with the control and defense of such Third-Party Claim, or if such Third-Party Claim does not relate solely to the payment of money damages or will have an adverse effect on the business, operations, prospects, or reputation of IgDraSol or STI, then: (A) the Indemnified Party shall reimburse diligently defend such Third-Party Claim; (B) the Indemnifying Indemnitor shall use reasonable efforts to make available to the Indemnified Party for all costs incident any documents and materials that are under the direct or indirect control of the Indemnitor or any of its Subsidiaries or other Affiliates that may be necessary to the defense of such Third-Party Claim; and (C) the Indemnified Party shall, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, subject to the extent the Indemnifying limitations set forth in this Article VI, be entitled to indemnification under this Article VI in respect of such Third-Party paid or advanced the same (Claim; provided, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Party). Any payments required Party shall have no right to seek indemnification under this Article VI in respect of such Third-Party Claim for any Indemnifying Party agreement providing for the settlement or Indemnified Party hereunder shall be made promptly following receipt compromise of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation the consent to indemnify any the entry of the Indemnified Parties hereunder a judgment with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims Claim entered into without the prior written consent of the Indemnifying Party, Indemnitor (which consent shall not be unreasonably withheld, conditioned or delayed).

Third Party Claims. (i) Promptly The obligations and liabilities of each party to this Agreement under Clause 7.1 hereof related to Third-Party Claims shall be subject to the following terms and conditions: a. At any time after receipt of notice of any Third-Party Claim asserted against, imposed upon or incurred by an Investor Indemnified Party, the Investor 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 be entitled to indemnification from shall notify the Indemnifying Party under this Article 12 (“Third-Party Claims”), the Indemnified of such claim in writing. The Indemnifying Party shall promptly give notice be entitled, at its own expenses, to participate in and, upon written request from the Investor Indemnified Party, shall undertake the defense thereof in writing to good faith by counsel of the Indemnifying Party’s own choosing, specifying in reasonable detail which counsel shall be satisfactory to the information then available regarding the amount and nature of Losses with respect theretoInvestor Indemnified Party; provided, however, that (i) the failure Investor Indemnified Party shall at all times have the option, at its own expense, to so notify participate fully therein (without controlling such action) and (ii) if in the Investor Indemnified Party’s judgment a conflict of interest exists, such Investor Indemnified Party shall be entitled to select counsel of its own choosing reasonably satisfactory to the Indemnifying Party, and the Indemnifying Party will not relieve shall be obligated to pay the Indemnifying Party from any liability hereunder with respect to fees and expenses of such Third-Party Claim, except counsel. b. If within thirty (30) days after written notice to the extent, and only to the extent, that such failure has actually and materially prejudiced Investor Indemnified Party of the Indemnifying Party. (ii) The Indemnifying Party shall have the right ’s intention to assume undertake the defense of any Third-Party Claim the Indemnifying Party shall fail to defend the Investor Indemnified Party against such Third Party Claim, the Investor Indemnified Party will have the right (but not the obligation) to undertake the defense and/or enter into a compromise or settlement of such Third-Party Claim (with counsel of on behalf of, and for the account and at the risk 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 does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such 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 reimburse the Indemnifying Party for 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, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (i) Promptly after receipt by the If any Indemnified Party of receives notice of, or otherwise acquiring knowledge of the assertion ofor commencement of any action, suit, claim or other legal proceeding made or brought by any third party claim in respect Person who is not a Party or an Affiliate of which a Party or a Representative of the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from the Indemnifying Party under this Article 12 foregoing (a “Third-Party ClaimsClaim”)) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; providedParty prompt written notice thereof. The failure to give such prompt written notice shall not, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claimof its indemnification obligations, except to the extent, and only to the extent, extent that such failure has actually and the Indemnifying Party is materially prejudiced by such failure. Such notice by the Indemnifying Indemnified Party shall, to the extent practicable, 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. (ii) . 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 cost and expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided that such Claim does not involve (i) a conflict of interest between the Indemnifying Party or its selected counsel, on the one hand, and the Indemnified Party, on the other hand, (ii) any defenses that the Indemnified Party could make in good faith that the Indemnifying Party could not make in good faith or otherwise under applicable Law or rules of professional conduct, (iii) any request by the Third Party for an injunction (whether temporary or permanent) or other remedy in equity which if successful could reasonably be expected to adversely affect the business, assets or operations of either Buyer or its Affiliates (including the Acquired Companies). In the event that the Indemnifying Party is permitted to assume the defense of any Third-Party Claim, subject to Section 7.5(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 own cost and expense, to participate in the defense of any Third-Party Claim with counsel of selected by it subject to the Indemnifying Party’s choice, approved by right to control the defense thereof. If the Indemnifying Party elects not to compromise or defend such Third-Party Claim or fails to promptly notify the Indemnified PartyParty in writing of its election to defend as provided in this Agreement, which approval shall not be unreasonably withheld) and the Indemnified Party may, at its election subject to Section 7.5(b), pay, compromise, defend such Third-Party Claim and expenseseek indemnification for any and all Losses based upon, participate arising from or relating to such Third-Party Claim. Sellers and Buyers shall cooperate with each other in all reasonable respects in connection with the defense of any Third-Party Claim, including making available (but not controlsubject to the provisions of Section 5.4) records relating to such Third-Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket costs and expenses) to the defending Party, management employees of the non-defending Party as may be reasonably necessary for the preparation of the defense of such Third-Party Claim. If the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such 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 reimburse the Indemnifying Party for 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, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (i) Promptly after receipt 13.1. If a Claim notified by the Indemnified Party of notice Purchaser to the Sellers’ Representative in accordance with Section 12 arises as a result of, or otherwise acquiring knowledge in connection with, a claim or liability or alleged liability of the assertion of, any Company to a third party claim (a “Third Party Claim”), then, until any final compromise, agreement, final judgment or award by a competent court or arbitral tribunal in respect of the Claim is made in respect of that Third Party Claim or that Third Party Claim is otherwise finally disposed of: 13.1.1. the Purchaser shall, and shall procure that the Company shall, provide the Sellers’ Representative with copies of all documents relating to the Third Party Claim as the Sellers’ Representative may reasonably request, subject to the Sellers agreeing to keep all such documents confidential and to use them only for the purpose of dealing with the Third Party Claim; 13.1.2. the Purchaser undertakes to cause the Company to use all reasonable endeavors in the defense of this Third Party Claim, as would be expected of a professional party, and shall ensure that Sellers’ Representative remarks shall be taken into account in so far as such remarks are reasonable and made in the Purchaser’s or the Company’s interest, but shall be allowed to, in its absolute discretion, take such action as it deems necessary to avoid, dispute, deny, defend, resist, appeal, or contest such claim or liability (including, without limitation, making counterclaims or other claims against third parties), subject to regularly informing the Sellers’ Representative thereof; and 13.1.3. the Purchaser shall keep the Sellers’ Representative informed on the status of any Third Party Claim, and consult with the Sellers’ Representative on the proposed defense in relation to such Third Party Claim, and to allow the Sellers’ Representative, to the extent requested by the Sellers, to be present at any and all meetings with the third party concerned. 13.2. The Purchaser (or the Company) shall not enter into any settlement or make any admission of liability in respect of any Third Party Claim without the prior written consent of the Sellers’ Representative. The Purchaser shall promptly notify the Sellers’ Representative of each settlement offer with respect to a Third Party Claim, which the Indemnified Party reasonably believes it is reasonably likely willing to be entitled accept. The Sellers’ Representative shall notify the Purchaser within ten (10) Business Days following receipt of such notice whether or not they are willing to indemnification from accept the Indemnifying settlement offer. If the Sellers’ Representative consent to a settlement offer of a Third Party under this Article 12 (“Third-Party Claims”)Claim, but the Purchaser does not consent to it, the Indemnified Purchaser may continue to contest or defend such Third Party Claim and, in such event, the maximum liability of the Sellers with respect to such Third Party Claim shall, subject to the limitations set out in Section 11, not exceed the full amount of such settlement offer, provided that the Sellers shall promptly give notice thereof have wired the entire amount of such settlement offer to the account of the Company or the Purchaser. If the Sellers’ Representative does not consent to any settlement offer of a Third Party Claim, the Purchaser and the Company may continue to contest or defend such Third Party Claim and, in such event, the Sellers shall, subject to the limitations set out in Section 11, be liable to the Purchaser for the full amount of the Losses sustained by the Purchaser or the Company as a result of such Third Party Claim. The Purchaser and/or the Company shall, however, be allowed to make any admission of liability or enter into any settlement agreement or compromise as they consider appropriate if the Sellers’ Representative fail to respond in writing to the Indemnifying PartyPurchaser in accordance with this Section 13.2 within the time limitation set forth herein. 13.3. Subject to the Sellers expressly accepting their full, specifying sole and exclusive liability under this Agreement in reasonable detail respect of a Third Party Claim, they may choose to take over the information then available regarding the amount defense of such Third Party Claim, at their own costs and nature expenses (including costs of Losses with respect thereto; providedadvisors and judicial costs), it being understood, however, that the failure Sellers’ Representative needs to so notify communicate this decision to the Indemnifying Party will not relieve Purchaser within thirty (30) days after they have become aware of the Indemnifying Party from any liability hereunder with respect to such Third-Third Party Claim, except and that, in such event, the Purchaser retains the right (but has no obligation) to participate in any such defense and to engage a separate counsel of its choosing at its cost. Notwithstanding the extentforegoing, and only the Purchaser may object to such takeover of the extentdefense against a Third Party Claim by the Sellers if, that such failure has actually and materially prejudiced in the Indemnifying Party. Purchaser’s reasonable opinion, this Third Party Claim is (i) commercially sensitive, (ii) The Indemnifying Party shall involves circumstances or matters dating from after Closing or (iii) if it could have a material impact on the right to assume the defense of any such Third-Party Claim Company’s image or goodwill towards customers or (with counsel of the Indemnifying Party’s choicegovernmental, approved by the Indemnified Party, which approval shall not be unreasonably withheldTax or regulatory) and the Indemnified Party may, at its election and expense, participate in (but not control) the defense of such Third-Party Claimauthorities. If the Indemnifying Party does not so assume Sellers take over the defense in against a timely manner, (A) the Indemnified Party may assume and control the defense of such 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-Third Party Claim is, in fact, a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under accordance with this Article 12Section 13.3, the Indemnifying Party provisions of Sections 11, 12.1 and 12.2, 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 reimburse the Indemnifying Party for 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, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimedapply mutatis mutandis. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (i) Promptly after If Parent receives notice of the assertion of any Claim or the commencement of any action by a third party or Governmental Entity with respect to a matter subject to indemnity hereunder (a “Third Party Claim”), notice thereof (a “Third Party Notice”) shall promptly be given to the applicable Indemnifying Party and the Escrow Agent, which Third Party Notice shall specify in reasonable detail the basis for any anticipated liability and specify in reasonable detail, to the extent known and reasonably quantifiable at such time, the amount or estimated amount of the Third-Party Claim, which statement shall not be binding and may be revised, amended or modified upon notice to the Indemnifying Party. The failure of Parent to give timely notice of a Third Party Claim hereunder shall not affect such Indemnified Party’s rights to indemnification hereunder, except to the extent such delay or failure has a material prejudicial effect on the defenses or other rights available to the applicable Indemnifying Party. After receipt of a Third Party Notice, the Indemnifying Parties shall have the right, but not the obligation, by providing written notice to Parent within forty-five (45) days of delivery of the Indemnified Third Party Notice, to conduct and control through reputable counsel of notice its own choice (subject to the approval of Parent, such approval not to be unreasonably withheld, conditioned or delayed) the defense, compromise or settlement (subject to the requirements set forth in Section 8.4(b)(ii) below) of any Third Party Claim, at the Indemnifying Party’s sole cost and expense to the extent the Indemnifying Party is obligated to indemnify Parent or is otherwise liable to pay for such fees and expenses pursuant to Section 8.2(a) or Section 8.2(b), as applicable; provided, that the Indemnifying Party must conduct the defense of the Third Party Claim actively and diligently in order to preserve its rights in this regard; and provided, further, that the Indemnifying Party shall not be entitled to conduct and control the defense thereof if such Third Party Claim, based on the remedy sought, (i) would reasonably be expected to result in an equitable order, judgment or term that would restrict the future activity of, or otherwise acquiring knowledge result in a material and adverse impact on, the ongoing business of the assertion Indemnifying Party/Indemnified Party (as applicable) or any of their Affiliates, (ii) seeks equitable relief or (iii) relates to a criminal action or involves claims by a Governmental Entity. The Indemnified Party may participate, through counsel chosen by it and at its own expense, in the defense of any Third Party Claim as to which the Indemnifying Party has elected to conduct and control the defense, compromise or settlement thereof; provided, that, if Parent reasonably determines that the interests of Indemnifying Party and Parent are in material conflict with one another such that the Indemnifying Party could not adequately represent the interests of Parent, then the Indemnifying Party shall also pay the reasonable and documented fees and expenses of one separate counsel of Parent in connection with such Third Party Claim during such time as such a conflict exists. In the event, however, that the Indemnifying Party declines or does not timely elect to conduct and control the defense, compromise or settlement of any Third Party Claim or to employ reputable counsel reasonably satisfactory to Parent, in either case within such forty-five (45) day period, or if the Indemnifying Party is not entitled to assume the defense of such claim in accordance with this Section 8.4(b), then the Indemnifying Party shall pay the reasonable and documented expenses of counsel for Parent as incurred to the extent the Indemnifying Party is obligated to indemnify Parent for such fees and expenses pursuant to Section 9.2(a) or Section 9.2(b), as applicable; provided, however, that the Indemnifying Party shall not be required to pay the fees and disbursements of more than one firm for all Indemnified Parties in any claim. (ii) Subject to the last sentence of this Section 8.4(b)(ii), neither the Indemnifying Party nor Parent, as the case may be, shall pay, compromise, settle or consent to the entry of any judgment with respect to which indemnification is being sought herein without the prior written consent of the other (which consent shall not be unreasonably withheld, conditioned or delayed) unless each of the following conditions are satisfied: (A) such compromise, settlement or consent includes an unconditional release of the Indemnifying Party/Indemnified Party (as applicable) and its Representatives from all Liability arising out of such claim, (B) such compromise, settlement or consent does not contain any finding, admission or statement suggesting any wrongdoing, violation of applicable Law or Liability on behalf of the Indemnifying Party/Indemnified Party (as applicable) (other than monetary Liability of Parent that will be paid or reimbursed by the Indemnifying Party) and (C) such settlement, compromise or consent does not contain any equitable order, judgment or term that would restrict the future activity of, any third party claim or result in respect a material and adverse impact on, the ongoing business of which the Indemnifying Party/Indemnified Party reasonably believes it (as applicable) or any of their Affiliates. Notwithstanding the foregoing, if the Indemnifying Party is reasonably likely entitled to conduct and control the defense, compromise or settlement of any particular claim pursuant to this Section 8.4(b), but elects not to do so (or fails to provide timely notice of such election) or if the Indemnifying Party is otherwise prohibited from doing so pursuant to clauses (i) through (iii) of Section 8.4(b)(i), Parent may pay, compromise, settle or consent to the entry of any judgment with respect to such Third Party Claim and shall be entitled to indemnification from the Indemnifying Party under for any and all Losses based upon, arising from or relating to such Third Party Claim in accordance with the terms of this Article 12 (“Third-Party Claims”), the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party8. (iiiii) The Indemnifying Party shall have at all times use commercially reasonable efforts to keep Parent reasonably apprised of the right status of the defense of any matter the defense of which it is maintaining and to assume reasonably cooperate in good faith with each other with respect to the defense of any such Third-Party Claim (with counsel of the Indemnifying Party’s choice, approved matter and shall furnish such records and other information as may be reasonably requested 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 does not so assume or Parent (as the defense case may be) in a timely manner, connection therewith. (Aiv) the Indemnified Party may assume Parent and control the defense of such Third-Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in Parties shall use their commercially reasonable efforts to avoid production of confidential information (but not controlconsistent with applicable Law) the defense of such actionand to cause all communications among employees, at its election counsel and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect others representing any party to the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-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 reimburse the Indemnifying Party for 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, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimedso as to preserve any applicable attorney-client or work-product privileges. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (ia) Promptly after receipt by In the event that an Indemnified Party becomes aware of notice of, or otherwise acquiring knowledge of the assertion of, any a third party claim in respect of which (a “Third Party Claim”) that the Indemnified Party reasonably believes it is reasonably likely may result in indemnification pursuant to this Article VIII, Parent shall promptly notify the Stockholders’ Representative of such claim; provided, however, no delay or failure on the part of an Indemnified Party in delivering a notice of a Third Party Claim shall relieve the Company Securityholders from any indemnification liability hereunder except to the extent such failure materially prejudices the defense of such Third Party Claim. If the contents and delivery of a notice of a Third Party Claim Notice satisfy the content and delivery requirements of a Claim Certificate pursuant to Section 8.7, then such notice shall also be deemed to be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-Party Claims”), the a Claim Certificate. The Indemnified Party shall promptly give notice thereof in writing shall, at its election, undertake and conduct the defense of such Third Party Claim with counsel of its own choosing (and reasonably acceptable to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect theretoStockholders’ Representative); provided, however, that the failure Stockholders’ Representative will be entitled to so notify employ separate counsel and participate in, at the Indemnifying Party will Company Securityholders’ expense, but not relieve control, the Indemnifying Party from any liability hereunder with respect to defense of such Third-Third Party Claim; provided, except to the extent, and only to the extentfurther, that except with the prior written consent of the Stockholders’ Representative, no settlement of any such failure has actually and materially prejudiced Third Party Claim with third party claimants may be effected by the Indemnifying Party. (ii) The Indemnifying Indemnified Party without the written consent of the Stockholders’ Representative, such consent not to be unreasonably, withheld, conditioned or delayed. Notwithstanding the foregoing, the Indemnified Party shall have the right to assume the defense of pay, settle or compromise any such Third-Third Party Claim without the Stockholders’ Representative’s consent if (with counsel x) the judgment or proposed settlement involves only the payment of the Indemnifying Party’s choice, approved money damages by the Indemnified Party, which approval shall (y) does not be unreasonably withheldimpose an injunction or other equitable relief upon the Securityholders, and (z) includes, as an unconditional term thereof, the giving by the claimant or plaintiff to the Securityholders of a release (in form and substance reasonably satisfactory to the Stockholders’ Representative) from all liability in respect of such Third Party Claim. (b) If the Indemnified Party may, at its election does not so elect to undertake and expense, participate in (but not control) conduct the defense of such Third-Third Party Claim. If , the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party Stockholders’ Representative may assume elect to undertake and control conduct the defense of such Third-Party Claim, in a reasonable manner, claim with counsel of its own choosing (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 reasonably acceptable 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 (Party); 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 will be entitled to be indemnified against under this Article 12employ separate counsel and participate, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to at its expense, but not control, the defense of such Third-Third Party Claim; provided, further, that except with the prior written consent of the Indemnified Party, no settlement of any such Third Party Claim with third party claimants may be effected by the Stockholders’ Representative without the written consent of the Indemnified Party, such consent not to be unreasonably, withheld, conditioned or delayed. Notwithstanding the foregoing, the Stockholders’ Representative shall have the right to pay, settle or compromise any such Third Party Claim without the Indemnified Party’s consent if (x) the judgment or proposed settlement involves only the payment of money damages by the Securityholders, (y) does not impose an injunction or other equitable relief upon the Indemnified Party, and (z) includes, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release (in form and substance reasonably satisfactory to the Indemnified Party) from all liability in respect of such Third Party Claim. (c) Parent and the Stockholders’ Representative shall render to each other such assistance as may be reasonably requested by the other in order to ensure the proper and adequate defense of any Third Party Claim, including attorneys’ feesfurnishing records, litigation information and appeal expensestestimony and attending conferences, settlement payments discovery proceedings, hearings, trials and amounts paid appeals 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimedconnection therewith. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (i) 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 be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-Party Claims”), the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) 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, reasonably acceptable to the Indemnified Party and the Indemnified Party shall cooperate in good faith in such Third-defense, so long as: (i) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) days after the Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party (or by such earlier date as may be necessary under appliable procedural rules in order to file a timely appearance and response) that the Indemnifying Party is assuming the defense of such Third Party claim; (ii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently in good faith and at its own cost and expense; and (iii) the Third Party Claim (with counsel of the Indemnifying Party’s choiceA) does not involve injunctive, approved by equitable, or other non-monetary relief against the Indemnified Party, (B) is not one in which approval the Indemnified Party reasonably determines, after consultation with its counsel, that use of the counsel selected by the Indemnifying Part to represent the Indemnified Party would be reasonably likely to present such counsel with a conflict of interest, (C) does not relate to or otherwise arise in connection with any criminal or regulatory action or any action in respect of Taxes or by any Governmental Entity, and (D) is not one in which an adverse judgment would, in the good faith judgment of the Indemnified Party, likely be materially adverse to the Indemnified Party's business. Seller shall not be unreasonably withheld) entitled to be indemnified by, or receive contribution from, the Company with respect to any indemnification claims made against Seller hereunder. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 7.3(b)(ii), it 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 own cost and expense, to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party's right to control the defense thereof. If the Indemnifying Party elects not to compromise or defend such Third 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 may, at its election subject to Section 7.3(b)(ii), pay, compromise, defend such Third Party Claim and expenseseek indemnification for any and all Losses based upon, participate arising from or relating to such Third Party Claim. The Parties hereto shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available (but not controlsubject to the provisions of Section 6.4) 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 of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third-Third Party Claim. If the Indemnifying Party does not so assume the defense in a timely manner, . (Aii) the Indemnified Party may assume and control the defense Notwithstanding any other provision of such 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 12Agreement, the Indemnifying Party shall pay all costs incident to the defense not enter into settlement 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-any Third Party Claim is, in fact, not a Third-Party Claim to which without the prior written consent of the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for 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, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheldwithheld or delayed), except as provided in this Section 7.3(b)(ii). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim.

Third Party Claims. (i) Promptly after receipt Upon providing notice to an Indemnifying Party by the an Indemnified Party of notice of, or otherwise acquiring knowledge pursuant to Section 6.3 of the assertion ofcommencement of any action, any suit or proceeding against such Indemnified Party by a third party claim in with respect of to which the such Indemnified Party reasonably believes it is reasonably likely intends to be entitled to indemnification from the Indemnifying Party claim any Loss under this Article 12 (“Third-Party Claims”)6, the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall have the right to assume defend such claim, at such Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of such claim, the Indemnified Party shall, at the request of the Indemnifying Party, use commercially reasonable efforts to cooperate in such defense; provided that the Indemnifying Party shall bear the Indemnified Party’s reasonable out-of-pocket costs and expenses incurred in connection with such cooperation. So long as the Indemnifying Party is conducting the defense of such claim as provided in this Section 6.5, the Indemnified Party may retain separate co-counsel at its expense and may participate in the defense of such claim, and the Indemnifying Party shall not consent to the entry of any Judgment or enter into any settlement with respect to such claim without the prior written consent of the Indemnified Party unless such Judgment or settlement (A) provides for the payment by the Indemnifying Party of money as sole relief (if any) for the claimant (other than customary and reasonable confidentiality obligations relating to such claim, Judgment or settlement), (B) results in the full and general release of the Indemnified Party from all liabilities arising out of, relating to or in connection with such claim and (C) does not involve a finding or admission of any violation of any law, rule, regulation or Judgment, or the rights of any Person, and has no effect on any other claims that may be made against the Indemnified Party. In the event the Indemnifying Party does not or ceases to conduct the defense of such claim as so provided, (i) the Indemnified Party may defend against such claim in any manner it may reasonably deem to be appropriate and may consent to the entry of any Judgment or enter into any settlement with respect to such claim without the prior written consent of the Indemnifying Party; (ii) subject to the limitations set forth in Section 6.4, the Indemnifying Party shall reimburse the Indemnified Party promptly and periodically for the reasonable out-of-pocket costs of defending against such claim, including reasonable attorneys’ fees and expenses against reasonably detailed invoices; and (iii) the Indemnifying Party shall remain responsible for any Losses the Indemnified Party may suffer as a result of such claim to the full extent provided in this Article 6; provided, however, in the event that the Indemnified Party assumes 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 does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such 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 12claim, the Indemnified Party shall reimburse will keep the Indemnifying Party for all costs incident to reasonably informed of the defense of such Third-Party Claim, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense progress of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder defense, including with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle any Judgment or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheldsettlement.

Third Party Claims. (i) Promptly after receipt by the If any Indemnified Party of receives notice of, or otherwise acquiring knowledge of the assertion of, or commencement of any third action made or brought by any Person who is not a party claim in respect to this Agreement or an Affiliate of which the Indemnified Party reasonably believes it is reasonably likely a party to be entitled to indemnification from the Indemnifying Party under this Article 12 Agreement (a “Third-Party ClaimsClaim”)) against such Indemnified Party with respect to which such Indemnifying Party may be obligated to provide indemnification under this Agreement, the such Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder deliver an Indemnification Claim Notice with respect to such Third-Party ClaimClaim to the Indemnifying Party promptly; provided, however, the failure to give such prompt Indemnification Claim Notice shall not relieve the Indemnifying Party of its indemnification obligations, except to the extent, and only to the extent, extent that such failure has the Indemnifying Party is actually and materially prejudiced thereby. Such Indemnification Claim Notice by the Indemnifying PartyIndemnified Party shall describe the Third-Party Claim in reasonable detail, and where reasonably practicable, shall include copies of all letters, claims, complaints, filings, documents and correspondence received by the Indemnified Party or its Representatives with respect thereto. (ii) The Indemnifying Party shall have the right, but not the obligation, to investigate, participate in, or by giving written notice to the Indemnified Party within thirty (30) days of receipt of the Indemnification Claim Notice relating to such Third-Party Claim to assume and control the defense of, or settle (subject to Section 9.5(e)(v)), 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. (iii) In the event that the Indemnifying Party timely notifies the Indemnified Party it desires (and is permitted pursuant to Section 9.5) to assume and control the defense of any Third-Party Claim pursuant to Section 9.5(e)(ii), it shall diligently prosecute such Third-Party Claim and it shall have the right to assume 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 own cost and expense, to participate in the defense of any Third-Party Claim that the other Party has assumed the defense of with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof; provided, that if there exists a conflict of interest between the Indemnifying Party and such Indemnified Party as has been determined by the Indemnified Party’s outside legal counsel or if there are one or more different defenses to such Third-Party Claim, then the Indemnified Party shall have the right to claim the reasonable and documented costs and expenses of one (1) counsel and one (1) local counsel in each applicable jurisdiction as indemnifiable Losses to the extent the Indemnified Party is entitled to be indemnified for such Third-Party Claim. 249717839 v15 (iv) If the Indemnifying Party elects not to compromise or defend such Third-Party Claim or is not permitted to defend such Third-Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently defend the Third-Party Claim, the Indemnified Party may, subject to the provisions of this Article IX, pay, compromise or defend such Third-Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third-Party Claim. Each of the Indemnified Party and the Indemnifying Party shall keep the other and the other’s Representatives reasonably informed concerning the status of any such Third-Party Claim and any related proceedings and all stages thereof. Each of the Parties and the Indemnifying Party and the Indemnified Party shall cooperate in good faith with each other in all reasonable respects in connection with the defense of any Third-Party Claim, including making available (subject to the confidentiality provisions of this Agreement) and retaining records relevant or 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 of the non-defending party as may be reasonably necessary for the preparation of the defense for, and the defense of, such Third-Party Claim. (v) Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not compromise or otherwise enter into any judgment or settlement of any Third-Party Claim without the prior written consent of the Indemnified Party, other than a compromise, judgment or settlement that (A) is on exclusively monetary terms with, subject to the limitations in Section 9.4, such monetary amounts paid by the Indemnifying Party concurrently with the effectiveness of the compromise, judgement or settlement, (B) does not involve any finding or admission of violation of Law or admission of wrongdoing by the Indemnified Party and (C) provides in customary form, an unconditional release of, or dismissal with prejudice of, all claims against any Indemnified Party potentially affected by such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 9.5(e), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). (vi) Notwithstanding the foregoing, if a Third-Party Claim (A) seeks relief other than the payment of monetary damages or could result in the imposition of an Order that would restrict in any respect any present or future activity or conduct of Purchaser or any of its controlled Affiliates, (B) seeks a finding or admission of a violation of Law (including any Third-Party Claim seeking to impose criminal fines, penalties or sanctions) or of any Order or of a violation of the rights of any Person by Purchaser or any of its controlled Affiliates, or (C) is in connection with a Transferred Contract, then, in each such case, Purchaser shall be entitled to solely direct 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 does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such 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 reimburse the Indemnifying Party for 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, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. In the event that any Claim is asserted by a Person not a party to this Agreement (i) 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 be entitled to indemnification from the Indemnifying Party under this Article 12 (a “Third-Party ClaimsClaim”)) against an Indemnified Party, the Indemnifying Party will have thirty (30) days from the date on which the Indemnifying Party receives the Claims Notice with respect to such Third-Party Claim to notify the Indemnified Party shall promptly give notice thereof in writing to whether the Indemnifying Party will, at the Indemnifying Party’s sole cost and expense, specifying in reasonable detail assume the information then available regarding defense or prosecution of the amount and nature of Losses with respect theretoThird-Party Claim; provided, however, that the failure Indemnifying Party shall not be entitled to so notify assume the defense of a Third-Party Claim if (A) the Indemnifying Party will not relieve fails to respond, and confirm in writing that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the Third-Party Claim, to the Claims Notice within thirty (30) calendar days from the date on which the Indemnifying Party receives the Claims Notice; (B) the Indemnifying Party does not use commercially reasonable efforts to diligently defend the Third-Party Claim; (C) there is a material conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of such defense; (D) the Third-Party Claim alleges fraud or could result in criminal proceedings; (E) the Third-Party Claim seeks injunctive relief or other equitable remedies against the Company or any liability hereunder with respect Indemnified Party; (F) if reasonably requested to do so by the Indemnified Party, the Indemnifying Party fails to have made reasonably adequate provision to ensure the Indemnified Party of the financial ability of the Indemnifying Party to satisfy the full amount of any adverse monetary judgment that may result from such Third-Party Claim; (G) the Third-Party Claim involves a material customer or material vendor of the Indemnified Party or any of its Affiliates; or (H) the Third-Party Claim is, except in the reasonable judgment of the Indemnified Party, likely to result in Losses that will exceed the amount of indemnification that the Indemnifying Party would be liable to pay to the extentIndemnified Party. If the Indemnifying Party elects, and only is entitled, to assume the extentdefense of a Third-Party Claim, that such failure has actually (1) the Indemnified Party will have the right to participate in the defense thereof and materially prejudiced employ counsel separate from the counsel employed by the Indemnifying Party. , all at the Indemnified Party’s sole cost and expense; and (ii2) The the Indemnifying Party shall have the right to assume the defense of any pay, settle or compromise such Third-Party Claim without the prior written consent of the Indemnified Party, so long as the Indemnifying Party notifies the Indemnified Party at least five (with counsel 5) days prior to any such payment, settlement or compromise, and such payment, settlement or compromise (x) includes an unconditional release of the Indemnified Party from all Liability in respect of such Third-Party Claim, (y) does not subject the Indemnified Party to any criminal liability or injunctive relief or other equitable remedy, and (z) does not include a statement or admission of fault, culpability or failure to act by or on behalf of the Indemnified Party. Notwithstanding the Indemnifying Party’s choiceright to compromise or settle in accordance with the immediately preceding sentence, approved the Indemnifying Party may not settle or compromise any Claim over the objection of the Indemnified Party; provided, however, that consent by the Indemnified Party, which approval shall Party to settlement or compromise will not be unreasonably withheld) and withheld or delayed. If the Indemnified Party mayassumes the defense of the Third-Party Claim, at its election and expense, participate the Indemnifying Party will use commercially reasonable efforts to cooperate with the Indemnified Party in (but not control) the defense of such Third-Party Claim. If the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such 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 reimburse the Indemnifying Party for 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, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (ia) Promptly after receipt by the If any third party shall notify any Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, any third party claim in respect claim, demand, assessment or the commencement of which the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from the Indemnifying Party under this Article 12 any Litigation (each, a “Third-Party ClaimsClaim”)) which may give rise to a claim for indemnification pursuant to this Agreement, the Indemnified Party shall promptly give (and in any event within ten (10) Business Days after receiving notice of the Third-Party Claim or the commencement of Litigation with respect thereto) notify the Indemnifying Party thereof in writing stating that the Third-Party Claim may give rise to a claim for indemnification against the Indemnifying Party and specifying the facts constituting the basis for such claim and the amount, in each case to the Indemnifying Partyextent known, specifying in reasonable detail of the information then available regarding the amount and nature of Losses with respect theretoclaim asserted; provided, however, that no delay on the failure to so notify part of the Indemnified Party in notifying the Indemnifying Party will not shall relieve the Indemnifying Party from any liability obligation hereunder with respect to such Third-Party Claim, except unless (and then solely to the extent, and only to the extent, that such failure has actually and materially prejudiced ) the Indemnifying PartyParty thereby is actually prejudiced thereby. (iib) The Indemnifying Party shall have the right at any time to assume the defense of any such against the Third-Party Claim (with counsel of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheld) and its choice reasonably satisfactory to 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 does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such Third-Party Claim, in a reasonable manner, and (B) Claim so long as the Indemnifying Party may participate conducts such defense in a reasonably diligent manner. (but not controlc) From and after the date that the Indemnifying Party has assumed and is conducting 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 isin accordance with subsection (b), (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in, but not control, the defense of the Third-Party Claim; (ii) the Indemnifying Party and the Indemnified Party shall cooperate fully with each other and their respective counsel in factconnection with the defense, negotiation or settlement of any such Third Party Claim, including providing access to any relevant books and records, properties, employees and Representatives; provided, however, that, for the avoidance of doubt, the foregoing shall not require any Party to waive, or take any action which has the effect of waiving, its attorney-client privilege with respect thereto; (iii) the Indemnifying Party shall not consent to the entry of, or intentionally permit a default leading to, any judgment on or enter into any settlement with respect to the Third-Party Claim to which without the prior written consent of the Indemnified Party is entitled (which shall not be unreasonably withheld, conditioned or delayed) unless the judgment or proposed settlement involves only the payment of money damages by the Indemnifying Party, does not impose injunctive or other equitable relief upon the Indemnified Party, obtains a complete release of any Indemnified Party potentially affected by such Third-Party Claim and does not include any admission of wrongdoing or misconduct by the Indemnified Party; and (iv) the Indemnified Party shall not consent to be indemnified against under this Article 12the entry of, or intentionally permit a default leading to, any judgment or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (which shall pay all costs incident to not be unreasonably withheld, conditioned or delayed). (d) In the event that the Indemnifying Party has not assumed the defense of the Third-Party Claim within a reasonable period after notice thereof, (i) the Indemnified Party may defend against the Third-Party Claim, including through negotiation with such third party and settlement of such Third-Party Claim, including attorneys’ feesin any manner it reasonably may deem appropriate; provided that, litigation and appeal expenses, settlement payments and amounts paid except in satisfaction the case 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 relating to which the Indemnified Party is entitled to be indemnified against under this Article 12Taxes, the Indemnified Party shall reimburse the Indemnifying Party for 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, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of settle any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the prior written consent of the Indemnifying Party, (which consent shall not be unreasonably withheld, conditioned or delayed) of the Indemnifying Party; (ii) the Indemnifying Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third-Party Claim (including reasonable attorneys’ fees and expenses) to the extent such costs are Damages for which the Indemnified Party is actually entitled to indemnification hereunder; and (iii) the Indemnifying Party shall remain responsible for any costs and Damages the Indemnified Party may incur resulting from the Third-Party Claim to the extent such costs are Damages for which the Indemnified Party is actually entitled to indemnification hereunder.

Third Party Claims. (ia) Promptly after receipt by the In order for an 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 be entitled to indemnification from the Indemnifying Party be indemnified and held harmless as provided for under this Article 12 9 in respect of a claim or demand made by any third party against the Indemnified Party (a “Third-Third Party ClaimsClaim”), the such Indemnified Party shall promptly give deliver notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect theretoSellers; provided, however, that no delay or failure on the failure to so notify part of an Indemnified Party in notifying the Indemnifying Party will not Sellers shall relieve the Indemnifying Sellers from their obligations hereunder unless the Sellers are thereby prejudiced (and then solely to the extent of such prejudice). Such notice shall reasonably summarize the bases for the claim for indemnification and any claim or liability being asserted by a third party. (b) The Indemnified Party from any liability hereunder shall control and direct the defense against all Third Party Claims with counsel selected by it (subject to the consent of the Sellers with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and 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 does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such 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 reimburse the Indemnifying Party for 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, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Partyselection, which consent shall not be unreasonably withheld, conditioned, or delayed). The Indemnified Party shall conduct a good faith and diligent defense to any Third Party Claim. Notwithstanding anything herein to the contrary, that in no event shall the Indemnified Party enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim without the prior written consent of the Sellers (which consent shall not be unreasonably withheld, conditioned, or delayed). Sellers shall at all times have the right to fully participate in, but not control, the defense of a Third Party Claim at its own expense directly or through counsel. The other Parties shall make available such information and assistance as the Indemnified Party may reasonably request and shall cooperate with each other in all reasonable respects in connection with such defense, at the expense of the Sellers. (c) This Section 9.3 shall not apply to any controversies regarding Tax Matters, which shall be governed exclusively by Section 7.2.

Third Party Claims. (i) Promptly after receipt by the If any Indemnified Party of receives notice of, or otherwise acquiring knowledge of the assertion ofor commencement of any action, suit, claim or other legal proceeding made or brought by any third party claim in respect Person who is not a Party or an Affiliate of which a Party or a Representative of the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from the Indemnifying Party under this Article 12 foregoing (a “Third-Party ClaimsClaim”)) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; providedParty prompt written notice thereof. The failure to give such prompt written notice shall not, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claimof its indemnification obligations, except to the extent, and only to the extent, extent that such failure has actually and materially prejudiced 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. (ii) . The Indemnifying Party shall have the right to participate in, or, except when such Third-Party Claim is brought by a then current customer of the Company and the Indemnified Party reasonably assumes the defense of such claim (each, a “Customer Claim”), 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. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, subject to Section 6.05(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 own cost and expense, to participate in the defense of any Third-Party Claim with counsel of selected by it subject to the Indemnifying Party’s choice, approved by right to control the defense thereof. If the Indemnifying Party elects not to compromise or defend such Third-Party Claim or fails to promptly notify the Indemnified PartyParty in writing of its election to defend as provided in this Agreement, which approval shall not be unreasonably withheld) and the Indemnified Party may, at its election subject to Section 6.05(b), pay, compromise, defend such Third-Party Claim and expenseseek indemnification for any and all Losses based upon, participate arising from or relating to such Third-Party Claim. The Parties shall cooperate with each other in all reasonable respects in connection with the defense of any Third-Party Claim, including making available (but not controlsubject 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 of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third-Party Claim. If the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such 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 reimburse the Indemnifying Party for 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, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (ia) Promptly after receipt by the Indemnified an Indemnifiable Party of notice of, or otherwise acquiring knowledge of the assertion of, any third party of a claim in respect of for which the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from the Indemnifying Party under this Article 12 Agreement by any person other than a party to this Agreement (a “Third-Party ClaimsClaim”), the Indemnified such Indemnifiable Party shall promptly give notice thereof in writing to the person obligated under this Agreement to indemnify such Indemnifiable Party (an “Indemnifying Party”) of the assertion of such Third-Party Claim, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, provided that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from of any liability hereunder that it may have to any Indemnifiable Party, except to the extent that the Indemnifying Party demonstrates that the defense of such Third-Party Claim is actually prejudiced by the Indemnifiable Party’s failure to give such notice. (b) If an Indemnifiable Party gives notice to the Indemnifying Party pursuant to Section 6.4(a) of the assertion of a Third-Party Claim, the Indemnifying Party shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Party is also a Person against whom the Third-Party Claim is made and the Indemnifiable Party determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Party fails to provide reasonable assurance to the Indemnifiable Party of its financial capacity to defend such Third-Party Claim and provide indemnification with respect to such Third-Party Claim), except to the extent, and only to the extent, that such failure has actually and 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 reasonably satisfactory to the Indemnifiable Party. After notice from the Indemnifying Party’s choice, approved by Party to the Indemnified Party, which approval shall not be unreasonably withheld) and the Indemnified Indemnifiable Party may, at of its election and expense, participate in (but not control) to assume the defense of such Third-Party Claim. If , the Indemnifying Party does not shall not, so assume long as it diligently conducts such defense, be liable to the defense in a timely manner, (A) the Indemnified Indemnifiable Party may assume and control under this Article VI for any fees of other counsel or any other expenses with respect to the defense of such Third-Party Claim, in a reasonable manner, and (B) each case subsequently incurred by the Indemnifying Indemnifiable 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 connection 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’ feesother than reasonable costs of investigation. If the Indemnifying Party assumes the defense of a Third-Party Claim, litigation (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in that Third-Party Claim are within the scope of and appeal expensessubject to indemnification, and (ii) no compromise or settlement payments and amounts of such Third-Party Claims may be effected by the Indemnifying Party without the Indemnifiable Party’s Consent unless (A) there is no finding or admission of any violation of requirement of law or any violation of the rights of any person; (B) the sole relief provided is monetary damages that are paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly full by the Indemnifying Party); (C) such compromise or settlement shall provide for the absolute and unconditional release of the Indemnifiable Party from any Liability with respect to such Third-Party Claim; and (D) the Indemnifiable Party shall have no liability with respect to any compromise or settlement of such Third-Party Claims effected without its Consent. If notice is given to an Indemnifying Party of the assertion of any 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 reimburse and the Indemnifying Party for all costs incident does not, within ten (10) days after the Indemnifiable Party’s notice is given, give notice to the Indemnifiable Party of its election to assume the defense of such Third-Party Claim, 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 will be bound by the Indemnified Party). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be determination made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any in such Third-Party Claim or otherwise acknowledges its obligation any compromise or settlement effected by the Indemnifiable Party. (c) Notwithstanding the foregoing, if an Indemnifiable Party determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it other than as a result of monetary damages for which it would be entitled to indemnify any of the Indemnified Parties hereunder with respect theretoindemnification under this Agreement, the Indemnified Indemnifiable Party and its Affiliates are not entitled may, by notice to (and shall not) the Indemnifying Party, assume the exclusive right to defend, compromise or settle or release any such Third-Party Claims Claim, but the Indemnifying Party will not be bound by any determination of any Third-Party Claim so defended for the purposes of this Agreement or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Notwithstanding the provisions of Section 7.7, Seller and each Member hereby consent to the nonexclusive jurisdiction of any court in which action, investigation, suit, litigation, arbitration, claim, complaint, criminal prosecution or other similar proceeding in respect of a Third-Party Claim is brought against any Purchaser Indemnifiable Party for purposes of any claim that a Purchaser Indemnifiable Party may have under this Agreement with respect to such proceeding or the matters alleged therein and agree that process may be served on Seller and either Member with respect to such a claim anywhere in the world. (e) With respect to any Third-Party Claim subject to indemnification under this Article VI: (i) both the Indemnifiable Party and the Indemnifying Party, as the case may be, shall keep the other person fully informed of the status of such Third-Party Claim and any related proceedings at all stages thereof where such person is not represented by its own counsel, and (ii) the parties agree (each at its own expense) to render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim. (f) With respect to any Third-Party Claim subject to indemnification under this Article VI, the parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its best efforts, in respect of any Third-Party Claim in which consent shall not it has assumed or participated in the defense, to avoid production of confidential information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be unreasonably withheldmade so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (ia) Promptly after receipt the assertion by any third party of any claim against any Indemnified Party (a “Third-Party Claim”) that, in the reasonable judgment of such Indemnified Party, may result in the incurrence by such Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, any third party claim in respect of Losses for which the such Indemnified Party reasonably believes it is reasonably likely to would be entitled to indemnification from the Indemnifying Party under pursuant to this Article 12 (“Third-Party Claims”)Agreement, the such Indemnified Party shall promptly give notice thereof in writing deliver to the Indemnifying Party, specifying Party a written notice describing in reasonable detail such Third-Party Claim and the information then available regarding Indemnifying Party may, at its sole expense, elect to prosecute such Third-Party Claim to conclusion or settlement satisfactory to the amount Indemnifying Party by providing evidence reasonably satisfactory to the Indemnified Party that such Indemnifying Party has the financial standing to diligently defend such Third-Party Claim and nature of Losses with respect theretoto indemnify the Indemnified Party for any resulting Losses; provided, however, that the Indemnifying Party may not elect to prosecute or settle any such Third-Party Claim if (i) such Third-Party Claim seeks injunctive or other equitable relief against such Indemnified Party, (ii) such Third-Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the Indemnified Party reasonably believes an adverse determination with respect to such Third-Party Claim would be detrimental to or injure such Indemnified Party’s reputation or future business prospects; provided, further, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligations hereunder, except to the extent that the Indemnifying Party has been materially prejudiced thereby, and then only to such extent. (b) If the Indemnifying Party makes the election to defend with respect to a Third-Party Claim as set forth in Section 12.5(a), then (i) the Indemnifying Party will be deemed to have admitted that such Third-Party Claim is an indemnifiable claim hereunder, and (ii) the Indemnified Party will have the right to participate, at its own expense and through counsel of its own selection, in all proceedings. If the Indemnifying Party defends a Third-Party Claim, it shall not, without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, such Third-Party Claim unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim, (ii) does not include an admission of fault, culpability or a failure to so act, by or on behalf of any Indemnified Party and (iii) does not include any injunctive or other non-monetary relief. (c) If the Indemnifying Party does not make such election with respect to a Third-Party Claim within the required time period set forth in Section 12.5(a), the Indemnified Party will (i) be free to handle the prosecution or defense of such Third-Party Claim, (ii) notify the Indemnifying Party will not relieve of the progress of such Third-Party Claim, (iii) permit the Indemnifying Party from any liability hereunder Party, at the Indemnifying Party’s expense, to participate in the settlement negotiations with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced (iv) provide the Indemnifying Party. (ii) The Indemnifying Party shall have the right with reasonable access to assume the defense of any all relevant information and documentation relating to such Third-Party Claim (with counsel of the Indemnifying Party’s choice, approved by and the Indemnified Party, which approval shall not be unreasonably withheld) ’s prosecution or defense thereof to the extent that access to such information and the Indemnified Party may, at its election and expense, participate in (but not control) the defense of such Third-Party Claim. If documentation by the Indemnifying Party does not so assume the defense in a timely manner, (A) affect any privilege relating to the Indemnified Party may assume and control Party. Upon the defense conclusion or settlement of such a 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 which Third-Party Claim isthe Indemnifying Party has elected to not defend, in fact, a Third-Party Claim to which the Indemnified Person will provide the Indemnifying Party is entitled to be indemnified against under this Article 12with written notice of such conclusion or settlement (“Notice of Conclusion”). Within twenty (20) calendar days of delivery of such Notice of Conclusion, the Indemnifying Party shall pay all costs incident elect in writing to the defense of (A) admit that 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 isis an indemnifiable claim hereunder, in fact, not a Third-Party Claim to which the Indemnified Party is entitled to be indemnified against under this Article 12, case the Indemnified Party shall reimburse the Indemnifying Party for all costs incident be entitled to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, recover Losses related 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any (B) dispute, in accordance with the provisions of the Indemnified Parties hereunder with respect theretoSection 13.8, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any whether such Third-Party Claims without the consent of Claim is an indemnifiable claim hereunder. If the Indemnifying PartyParty fails to make an election in accordance with the preceding sentence, which consent then the Indemnifying Party will be conclusively deemed to have admitted that such Third-Party Claim is an indemnifiable claim hereunder and the Indemnified Party shall not be unreasonably withheld.entitled to recover Losses related to such Third-Party Claim from the

Third Party Claims. (i) 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 be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-Party Claims”), the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (iia) The Indemnifying Party shall have the right to assume and pursue, at its sole cost and expense, the defense of any such Third-claim or Proceeding by a third party (a “Third Party Claim (Claim”), with counsel of the Indemnifying Party’s choiceselected by it, approved by which counsel shall be reasonably acceptable to the Indemnified Party, which approval upon notification thereof to the Indemnified Party within forty-five (45) days after the Notice of Claim has been delivered to the Indemnifying Party; provided, however, that the Indemnifying Party shall not be unreasonably withheldhave the right to assume or pursue, or to continue to assume or pursue, the defense of a Third Party Claim if (i) such Third Party Claim seeks exclusively equitable or injunctive relief against a Purchaser Indemnified Party; (ii) such Third Party Claim involves a request for monetary relief and also equitable or injunctive against a Purchaser Indemnified Party which, if granted, would adversely impact , in any material manner, the business or business reputation of a Purchaser Indemnified Party; (iii) the Indemnified Party reasonably concludes, based on the written opinion of counsel, that there is an irreconcilable conflict of interest between the Indemnifying Party and the Indemnified Party mayin the conduct of such defense; or (iv) the Indemnifying Party fails to deliver, at its election and expense, participate in (but not control) or before the time it assumes the defense of such Third-Third Party Claim. If , evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party does not so assume the will have adequate financial resources to defend against such Third Party Claim (it being acknowledged that a written statement from either of Seller’s private equity sponsors that such sponsor will provide financial support for such assumption of defense in a timely manner, shall be sufficient evidence of adequate financial resources). If (A) the Indemnified Party may does not receive such notification from the Indemnifying Party within such forty-five (45) day period that the Indemnifying Party will assume and control the defense of such Third-Third Party Claim; (B) at any time after the Indemnifying Party has assumed the defense of a Third Party Claim, the Indemnifying Party withdraws from such defense or fails to adequately perform, or unreasonably delays in a reasonable mannerperforming, and its obligations to assume or pursue the defense of any such Third Party Claim or (BC) the Indemnifying Party may participate in (but is not control) permitted to assume or conduct, or at any time after the Indemnifying has assumed the defense of a Third Party Claim, the Indemnifying Party is no longer permitted to assume or conduct, the defense of a Third Party Claim in accordance with the immediately preceding sentence, the Indemnified Party shall be entitled to assume, commence and pursue its defense of such actionThird Party Claim and be indemnified for the reasonable fees and expenses of counsel selected by it (limited to one (1) firm for all Indemnified Parties and, at its election if applicable, one (1) local counsel in each applicable jurisdiction for all Indemnified Parties) (which fees and expenseexpenses shall be Losses under this Agreement), if such Indemnified Party is entitled to indemnification with respect to such Third Party Claim pursuant to this Article VI. The Indemnified Party shall promptly inform the Indemnifying Party of all material developments related thereto. (b) During the forty-five (45) day period referred to in Section 6.5(a), the Indemnified Party shall, and its Affiliates shall cooperate in good faith with respect cause the other Purchaser Indemnified Parties or Seller Indemnified Parties, as applicable, to, provide such information to the defense or handling Indemnifying Party as the Indemnifying Party may reasonably request in connection with its evaluation of such Third-Party Claims. If the Third-whether a Third Party Claim is, in fact, a Third-is indemnifiable under this Article VI. The Indemnifying Party’s election to assume the defense of any Third Party Claim to shall constitute an irrevocable admission by the Indemnifying Party that any Losses resulting therefrom are indemnifiable Losses for which the Indemnified Party is entitled to be indemnified against indemnification under this Article 12, VI. (c) If the Indemnifying Party shall pay all costs incident to assumes the defense of such Third-a 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 it shall thereafter promptly inform the Indemnified Party is entitled of all material developments related thereto. With respect to be indemnified against under this Article 12any Third Party Claim for which the Indemnifying Party has assumed the defense (and for which none of the conditions listed in the first sentence of Section 6.5(a) apply), the Indemnified Party shall reimburse have the Indemnifying Party for all costs incident right, but not the obligation, to participate, at its own cost and expense, in the defense of such Third-Third Party ClaimClaim through legal counsel reasonably selected by it, including attorneys’ feesbut, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, subject 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’s right to assume or pursue the defense of such Third Party Claim pursuant to Section 6.5(a)(iii), shall not assert or pursue, directly or through its counsel, any contrary or inconsistent defenses. Any payments required of any Indemnifying Party or The Indemnified Party hereunder shall, and shall be made promptly following receipt of written demand thereforcause its Affiliates to, accompanied by documentation during normal business hours, upon reasonable notice, cooperate in all reasonable ways with, reasonably substantiating make its and their relevant files and records reasonably available for inspection and copying by, make its and their employees reasonably available to, and otherwise render reasonable assistance to, the costs and amounts therein claimedIndemnifying Party. (iiid) If the Indemnifying Party undertakes (having assumed the defense of any such Third-a Third Party Claim Claim) or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and (having proceeded with its Affiliates are not entitled own defense of a Third Party Claim in accordance with this Section 6.5) proposes to (and shall not) settle or release compromise such Third Party Claim, the Indemnifying Party or the Indemnified Party (as applicable) shall provide notice to that effect (together with a reasonably detailed statement of the terms and conditions of such settlement or compromise) to the Indemnifying Party or to the Indemnified Party (as applicable), which notice shall be provided a reasonable time prior to the proposed time for effecting such settlement or compromise, and may not affect any such Third-Party Claims settlement or compromise without the prior written consent of the Indemnifying PartyParty or the Indemnified Party (as applicable), which consent shall not be unreasonably withheld, conditioned or delayed. If (i) the Indemnifying Party provides any such notice; (ii) the related settlement or compromise offer provides for the full release of the Indemnified Party from any and all liability in respect of such Third Party Claim and does not have an adverse impact on the business, operations or business reputation of the Purchaser Indemnified Party or require future payments, by the Indemnified Party; and (iii) the Indemnified Party fails to provide, in a reasonably timely manner, its consent to such settlement or compromise, then notwithstanding anything to the contrary in this Article VI, the Indemnifying Party’s indemnification obligation under this Article VI with respect to such Third Party Claim will not exceed the amount of such settlement or compromise offer and the Indemnified Party shall be required to pay the excess of the amount necessary to settle or compromise the Third Party Claim over the amount of such settlement or compromise offer.

Third Party Claims. (i) Promptly after receipt by the any Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, commencement of any action by a third party claim in respect of which the Indemnified Party reasonably believes it is reasonably likely to would be entitled to indemnification from the Indemnifying under ARTICLE IX (a "Third Party under this Article 12 (“Third-Party Claims”Claim"), the Indemnified Party shall promptly give notice notify the Representative in writing (an "Indemnification Notice"), who shall in turn notify each person that is obligated to provide such indemnification (an "Indemnifying Party") thereof in writing to the Indemnifying Partywriting, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the but any failure to so notify the Representative or the Indemnifying Party will Party, as the case may be, shall not relieve the Indemnifying Party from any liability hereunder with respect that it may have to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and 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 does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such Third-Party Claimother than, in the case of a reasonable manner, and (B) failure to notify 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 reimburse the Indemnifying Party for 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 judgmentsRepresentative, to the extent the Indemnifying Party paid is materially prejudiced thereby or advanced such Indemnification Notice is not delivered by the same 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) of the facts constituting the basis for such Third Party Claim and the amount of the Damages claimed. (ii) The Representative shall, for and on behalf of the Indemnifying 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 Indemnified Party or, if the Representative does not assume such defense, to participate in the defense of such Third Party Claim. (iii) So long as the Representative is conducting the defense of the Third Party Claim (A) the Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ counsel at its own cost and expense (which cost and expense shall not constitute Damages) to assist in the handling of such Third Party Claim; provided, however, that such costs and amounts are Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if (x) so requested by the Representative on behalf of the Indemnifying Party, to participate or (y) in the reasonable opinion of counsel to the extent not incurred directly by the Indemnified Party). Any payments required , a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable and (B) the Representative shall not consent to the entry of any Indemnifying Party Judgment or enter into any settlement that subjects the Indemnified Party hereunder shall be made promptly following receipt 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 written demand therefora release from all liability in respect of such Third Party Claim, accompanied by documentation reasonably substantiating unless with the costs and amounts therein claimedconsent of each Indemnified Party. (iiiiv) If Notwithstanding the Indemnifying foregoing, if with respect to a Third Party undertakes the defense of any Claim, (A) such Third-Third Party Claim or otherwise acknowledges its obligation to indemnify seeks equitable relief that would materially adversely affect the ongoing business of any of the Indemnified Parties hereunder (including its relationships with respect theretocurrent 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 or (y) there exists a reasonable likelihood of a conflict of interest between the Indemnified Party and its Affiliates the Representative or the Indemnifying Party; (F) the Third Party Claim could reasonably be expected to give rise to Damages which are not 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 of such Third Party Claim, including the right to contest and shall not) defend such Third Party Claim in the first instance and to settle or release any such Third-Third Party Claims without Claim with the consent of the Representative, on behalf of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Parties do not contest and defend such Third Party Claim, the Representative, on behalf of the Indemnifying Party, shall have the right to contest and defend such Third Party Claim and to settle such Third Party Claim with the consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, subject to Section 9.5(a)(ii). If the Indemnified Parties shall have exercised the right to contest, defend and settle any such Third 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. (v) 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 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 Claim shall keep the other 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. (ia) Promptly after receipt by the an Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, any by a third party of a claim in respect of which the Indemnified Party reasonably believes against it is reasonably likely to be entitled to indemnification from the Indemnifying Party under this Article 12 (a “Third-Party ClaimsClaim”), the such Indemnified Party shall promptly give notice thereof in writing to the Indemnifying PartyParty of the assertion of such Third-Party Claim, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, provided that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from of any liability hereunder with respect that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such Third-Party Claim is materially prejudiced by the Indemnified Party’s failure to give such notice. (b) If an Indemnified Party gives notice to the Indemnifying Party pursuant to Section 8.4(a) of the assertion of a Third-Party Claim, the Indemnifying Party shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless (i) the Indemnifying Party is also a person against whom the Third-Party Claim is made and the Indemnified Party determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such Third-Party Claim), except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall have the right elect to assume the defense of any such Third-Party Claim (within 30 days of receiving notice of such claim, with counsel of the Indemnifying Party’s choice, approved by reasonably satisfactory to the Indemnified Party, which approval shall not be unreasonably withheld) and . After notice from the Indemnifying Party to the Indemnified Party may, at of its election and expense, participate in (but not control) to assume the defense of such Third-Party Claim. If , the Indemnifying Party does not Person shall not, so assume the defense in a timely mannerlong as it diligently conducts such defense, (A) be liable to the Indemnified Party may assume and control under this Article VIII for any fees of other counsel or any other expenses with respect to the defense of such 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 each case subsequently incurred by the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to in connection with the defense of such Third-Party Claim, including attorneys’ feesother than reasonable costs of investigation. If the Indemnifying Party assumes the defense of a Third-Party Claim, litigation (i) such assumption will conclusively establish for purposes of this Agreement that the claims made in such Third-Party Claim are within the scope of and appeal expensessubject to indemnification, and (ii) no compromise or settlement payments and amounts of such Third-Party Claim may be effected by the Indemnifying Party without the Indemnified Party’s prior written consent unless (A) there is no finding or admission of any wrongdoing or violation of applicable law or any violation of the rights of any person, (B) the sole relief provided is monetary damages that are paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable to the extent not incurred directly full by the Indemnifying Party). If , and (C) such compromise or settlement shall include as an unconditional term thereof the giving by the claimant of a full and unconditional release of each Indemnified Party from all liability with respect to such Third-Party Claim isreasonably acceptable to such Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, experts, pertinent Information, personnel, materials and information in fact, not a such Indemnified Party’s possession or under such Indemnified Party’s control relating thereto as are reasonably required by the Indemnifying Party. If notice is given to an Indemnifying Party of the assertion of any Third-Party Claim and the Indemnifying Party does not, within 30 days after the Indemnified Party’s notice is given, give notice to which the Indemnified Party is entitled of its election to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to assume the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid will be bound by any determination made in such Third-Party Claim, but will not be bound by any compromise or advanced the same settlement effected without its consent (providedwhich consent may not be unreasonably withheld, however, that such costs and amounts are reasonable to the extent not incurred directly by the Indemnified Partyconditioned or delayed). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iiic) If Notwithstanding the foregoing, if an Indemnified Party determines in good faith that (i) there is a reasonable probability that a Third-Party Claim is a criminal proceeding, action, indictment, allegation or investigation or seeks an injunction or equitable relief against the Indemnified Party or otherwise may adversely affect it or its related parties, other than as a result of monetary damages for which it would be entitled to indemnification in full under this Agreement, or (ii) concludes in good faith that the Indemnifying Party undertakes failed or is failing to vigorously prosecute or defend such Third-Party Claim, the defense Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise or settle such Third-Party Claim, whereupon the Indemnifying Party will be bound by any determination made in such Third-Party Claim, but will not be bound by any compromise or settlement effected without its consent (which consent may not be unreasonably withheld, conditioned or delayed). (d) With respect to any Third-Party Claim subject to indemnification under this Article VIII: (i) both the Indemnified Person and the Indemnifying Party, as the case may be, shall keep the other party fully informed of any the status of such Third-Party Claim or otherwise acknowledges and any related proceedings at all stages thereof where such party is not represented by its obligation own counsel, and (ii) the parties agree (each at its own expense) to indemnify render to each other such assistance as they may reasonably require of each other and to cooperate in good faith with each other in order to ensure the proper and adequate defense of any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without Claim. (e) With respect to any Third-Party Claim subject to indemnification under this Article VIII, the consent parties agree to cooperate in such a manner as to preserve in full (to the extent possible) the confidentiality of all confidential information and the Indemnifying Partyattorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use its reasonable efforts, in respect of any Third-Party Claim in which consent shall not it has assumed or participated in the defense, to avoid production of confidential information (consistent with applicable law and rules of procedure), and (ii) all communications between any party hereto and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be unreasonably withheldmade so as to preserve any applicable attorney-client or work-product privilege.

Third Party Claims. (i) Promptly after receipt by the Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, If any third party claim shall notify any of the parties or its Affiliates with respect to any matter (hereinafter referred to as a "Third Party ----------- Claim"), which may result in Losses, then the party receiving the notice (the ----- "Indemnitee") shall give notice to the other party (the "Indemnitor") as ---------- ---------- promptly as practical and in any event within not more than twenty (20) days of the Indemnitee's becoming aware of any such Third Party Claim or of facts upon which any such Third Party Claim will be based setting forth such material information with respect of which to the Indemnified Third Party reasonably believes it Claim as is reasonably likely to be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-Party Claims”), the Indemnified Party shall promptly give notice thereof in writing available to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect theretoIndemnitee; provided, however, that no delay or failure on the failure to so notify part of the Indemnifying Party will not -------- ------- Indemnitee in notifying the Indemnitor shall relieve the Indemnifying Party Indemnitor from any liability obligation hereunder with respect to such Third-Party Claim, except unless the Indemnitor is thereby materially prejudiced (and then solely to the extent, and only to the extent, that extent of such failure has actually and materially prejudiced the Indemnifying Partyprejudice). (ii) In case any Third Party Claim is asserted against the Indemnitee or its Affiliates, and the Indemnitee notifies the Indemnitor thereof pursuant to Section 6(d)(i) above, the Indemnitor will be entitled, if it so elects by written notice delivered to the Indemnitee within ten (10) days after receiving the Indemnitee's notice, to assume the defense thereof, at the expense of the Indemnitor, so long as: (A) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief; (B) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnitee, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnitee which could have a material adverse effect on the business or operations of the Indemnitee; and (C) counsel selected by the Indemnitor is reasonably acceptable to the Indemnitee. If the Indemnitor so assumes any such defense, it shall conduct the defense of the Third Party Claim actively and diligently. The Indemnifying Indemnitor shall not compromise or settle such Third Party Claim or consent to entry of any judgment in respect thereof without the prior written consent of the Indemnitee; provided, however, that if such compromise, settlement or consent involves the payment of cash only and the Indemnitee does not so consent, the Indemnitor's liability with respect to any such Claim shall have be limited to the right amount of the proposed compromise, settlement or consent. If the Indemnitor is not entitled to assume the defense of any such Third-the Third Party Claim (with Claim, counsel of the Indemnifying Party’s choice, approved may nevertheless be selected by the Indemnified Party, which approval shall not be unreasonably withheld) and the Indemnified Party mayIndemnitor, at its election and expense, participate in (but not control) the defense of such Third-Party Claim. If the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such 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 subject 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 reimburse the Indemnifying Party for 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, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any approval of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying PartyIndemnitee, which consent shall not be unreasonably withheld. (iii) In the event that the Indemnitor assumes the defense of the Third Party Claim in accordance with Section 6.2(d)(ii) above, the Indemnitee or its Affiliates may retain separate counsel and participate in the defense of the Third Party Claim, but the fees and expenses of such counsel shall be at the expense of the Indemnitee (and will permit the Indemnitor to control such defense) unless the Indemnitee or its Affiliates shall reasonably determine that there is a conflict of interest between or among the Indemnitee or its Affiliates and the Indemnitor with respect to such Third Party Claim, in which case the reasonable fees and expenses of such counsel will be borne by the Indemnitor. The Indemnitee or its Affiliates will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnitor. The Indemnitee will cooperate in the defense of the Third Party Claim and will provide full access to documents, assets, properties, books and records reasonably requested by the Indemnitor and material to the claim and will make available all officers, directors and employees reasonably requested by the Indemnitor for investigation, depositions and trial. (iv) In the event that the Indemnitor fails or elects not to assume the defense of the Indemnitee or its Affiliates against such Third Party Claim, which the Indemnitor had the right to assume under Section 6.2(d)(ii) above, the Indemnitee or its Affiliates shall have the right to undertake the defense, consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim in any manner it may deem appropriate (and the Indemnitee or its Affiliates need not consult with, or obtain any consent from, the Indemnitor in connection therewith); provided, however, that except with the -------- ------- written consent of the Indemnitor, no settlement of any such claim or consent to the entry of any judgment with respect to such Third Party Claim shall alone be determinative of the validity of the claim. In each case, the Indemnitee or its Affiliates shall conduct the defense of the Third Party Claim actively and diligently, and the Indemnitor will cooperate with the Indemnitee or its Affiliates in the defense of that claim and will provide full access to documents, assets, properties, books and records reasonably requested by the Indemnitee and material to the claim and will make available all individuals reasonably requested by the Indemnitee for investigation, depositions and trial.

Third Party Claims. (i) Promptly after After receipt by the Indemnified Party a party or a third party beneficiary of notice of, or otherwise acquiring knowledge of the assertion of, commencement of any proceeding against it for which such party or third party claim in respect of which the Indemnified Party reasonably believes it beneficiary is reasonably likely entitled or is seeking to be entitled assert a right to indemnification from the Indemnifying Party under this Article 12 Section 7.2 or 7.3 (“Third-Party Claims”an "Indemnified Party"), the Indemnified Party shall promptly give notice thereof in writing to a representative of the Indemnifying Stockholders if the indemnification is sought under Section 7.2 or to Cyberkinetics if indemnification is sought under Section 7.3 (the "Notice Party") of the commencement thereof, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that but the failure to so notify the Indemnifying Notice Party will shall not relieve the Indemnifying Party from them or it of any liability hereunder with respect they or it may have to such Third-any Indemnified Party Claim, except to the extent, extent of actual prejudice caused by such failure. In case any such proceeding shall be brought against an Indemnified Party and only it shall give notice to the extentNotice Party of the commencement thereof, that such failure has actually and materially prejudiced the Indemnifying Party. Notice Party will be entitled to participate therein and, if the Notice Party is Cyberkinetics it may (ii) The Indemnifying Party shall have except as provided in the right to next sentence), assume the defense of any such Third-Party Claim (thereof with counsel of the Indemnifying Party’s choice, approved by the reasonably satisfactory to such Indemnified Party, which approval shall . Cyberkinetics may not be unreasonably withheldassume the defense if (i) Cyberkinetics or the Surviving Corporation is also a party to such proceeding and the Indemnified Party maydetermines in good faith that joint representation would be inappropriate, at (ii) the Notice Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such proceedings and provide indemnification with respect thereto, (iii) equitable relief is being sought against an Indemnified Party, (iv) the claim involves Taxes or (v) the proceeding, if adversely determined, would materially impair the financial condition, business or prospects of an Indemnified Party. If entitled and after notice from Cyberkinetics to such Indemnified Party of its election and expenseto assume the defense, participate in (but Cyberkinetics shall not control) be liable to such Indemnified Party for any fees of other counsel or any other expenses with respect to the defense of such Third-proceeding, in each case subsequently incurred by such Indemnified Party Claim. If the Indemnifying Party does not so assume in connection with the defense in a timely manner, (A) the Indemnified Party thereof; provided that Cyberkinetics may only assume and control of the defense of such Third-proceeding if it acknowledges in writing to the Indemnified Party Claimthat any damages, fines, costs or Liabilities that may be assessed against the Indemnified Party in connection with the proceeding constitute Damages for which the Indemnified Party shall be indemnified pursuant to Section 7.2. If Cyberkinetics assumes the defense of such proceeding, no compromise or settlement thereof may be effected by the Notice Party without the Indemnified Party's prior written consent (which consent will not unreasonably be withheld or delayed) unless the settlement provides for a reasonable manner, full and unconditional release of the Indemnified Party without payment of any funds by the Indemnified Party or (A) there is no finding or admission of any violation of Law or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Party and (B) the Indemnifying Party may participate sole relief provided is monetary damages that are paid in (but not control) full by Cyberkinetics. If notice is given to Cyberkinetics and the Surviving Corporation of the commencement of any proceeding and it does not, within ten days after the Indemnified Party's notice is given, give notice to Cyberkinetics and the Surviving Corporation of its election to assume 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 12thereof, the Indemnifying Notice Party shall pay all costs incident to the defense of be bound by any determination made in such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, action or any compromise or 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 reimburse the Indemnifying Party for 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, 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 thereof effected by the Indemnified Party). Any payments required Cyberkinetics may only compromise or settle such legal proceeding on behalf of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating and for the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any account of the Indemnified Parties hereunder with respect thereto, Party after it obtains the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the prior written consent of the Indemnifying Indemnified Party, which consent shall not be unreasonably withheldwithheld or delayed. Notwithstanding the other provisions of this Section 7.4, if a third party asserts (other than by means of a proceeding) that Cyberkinetics or the Surviving Corporation is liable to such third party for a monetary or other obligation which may constitute or result in Damages for which Cyberkinetics or the Surviving Corporation may be entitled to indemnification pursuant to Section 7.2 and Cyberkinetics or the Surviving Corporation reasonably determine in good faith that it has a valid business reason to fulfill such obligation, then (i) Cyberkinetics and the Surviving Corporation shall be entitled to satisfy such obligation, without prior consent from the Stockholders or their representative or designee, (ii) Cyberkinetics or the Surviving Corporation may subsequently make a timely claim for indemnification in accordance with the provisions of this Article 7, and (iii) Cyberkinetics or the Surviving Corporation shall be reimbursed, in accordance with the provisions of Article 7, for any such Damages for which it is entitled to indemnification pursuant to Section 7.2 (subject to the right of the Stockholders to dispute Cyberkinetics' or the Surviving Corporation's entitlement to indemnification, or the amount for which it is entitled to indemnification, under the terms of this Section 7.2).

Third Party Claims. (i) Promptly after receipt by the 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 Claim”), shall be subject to the following terms and conditions: (a) Upon receipt of notice of, or otherwise acquiring knowledge of the assertion of, any third party claim a Claim Notice in respect of which any Third Party Claim, Newco shall at its cost and expense assume and control the Indemnified defense, compromise, settlement and investigation of such Third Party Claim, and to employ and engage counsel reasonably believes it is reasonably likely acceptable to be entitled to indemnification from each of the Indemnifying Party under this Article 12 (“Third-Party Claims”), and the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify (i) each of the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and 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 option, participate in such defense, compromise, settlement and investigation at their respective sole cost and expense, participate in and (but not controlii) the defense of such Third-Party Claim. If if the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such 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 12Control Newco, the Indemnifying Party shall pay all may, at its option, participate in such defense, compromise, settlement and investigation, with its reasonable out-of-pocket costs incident and expenses to the defense of such Third-Party Claim, be promptly reimbursed by Newco (including reasonable attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction ). (b) Each 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, and the Indemnified Party shall reimburse provide reasonable cooperation to Newco as shall be reasonably requested by Newco in connection with the Third Party Claim (at Newco’s sole cost and expense). Newco shall keep each of the Indemnifying Party for 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, 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 Party reasonably informed of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt the progress of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Third Party Claim or otherwise acknowledges its obligation and shall respond to indemnify any reasonable inquiries of each of the Indemnified Parties hereunder with respect thereto, Indemnifying Party and the Indemnified Party and its Affiliates are not entitled to (regarding the same and shall not) settle or release diligently pursue the defense of the Third Party Claim. If Newco fails to undertake the defense and investigation of any such Third-Third Party Claims without Claim as provided in Section 11.5(a), then (x) Regis shall have the consent right to undertake the defense, compromise, settlement and investigation of such Indemnity Claim on behalf of the Indemnifying Party, which consent and at the cost and expense of Newco, and for the account and risk of, the Indemnifying Party, (y) the Indemnifying Party shall not be unreasonably withheldcooperate with the Indemnified Party in such efforts, and (z) the Indemnified Party shall keep the Indemnifying Party reasonably informed of the progress of the defense of any such Indemnity Claim.

Third Party Claims. (ia) Promptly after receipt by In the event an Indemnified Party becomes aware of notice of, or otherwise acquiring knowledge of the assertion of, any third a third-party claim in respect of which (including any action or proceeding commenced or threatened to be commenced by any Third Party) that the Indemnified Party reasonably believes it is reasonably likely may result in an indemnification claim pursuant to be entitled to indemnification from the Indemnifying Party under this Article 12 Sections 8.1 or 8.2 (any such claim, other than a Tax Claim, a “Third-Party ClaimsClaim”), the Indemnified Party shall promptly give notice thereof (and in any event within 10 Business Days after becoming aware of such claim) notify the Securityholders’ Representative or Parent, as applicable, in writing to of such Third-Party Claim (such notice, the Indemnifying Party, specifying “Claim Notice”). The Claim Notice shall be accompanied by copies of any relevant and material documentation submitted by the Third Party making such Third-Party Claim and shall describe in reasonable detail (to the information then available regarding extent known by the Indemnified Party) the facts constituting the basis for such Third-Party Claim and the amount and nature of Losses with respect theretothe claimed Losses; provided, however, that no delay or failure on the failure to so notify part of the Indemnifying Indemnified Party will not in delivering a Claim Notice shall relieve the Indemnifying Party Participating Securityholders or Parent, as applicable, from any liability hereunder with except and only to the extent they shall have been actually and materially prejudiced as a result of such delay or failure. (b) With respect to any Third-Party Claim, the Parent Indemnified Parties shall have the right to conduct and control, through counsel of its own choosing, the defense, compromise or settlement of any Third- Party Claim, and in any such case the Participating Securityholders shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested and subject to reasonable notice by the Parent Indemnified Parties in connection therewith; provided; that: (i) the Parent Indemnified Parties shall keep the Securityholders’ Representative reasonably informed of all material events related to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party.; (ii) The Indemnifying Party shall have the right to assume Securityholders’ Representative may participate, through counsel chosen by it and at its own expense (on behalf of the Participating Securityholders), in the defense of any such Third-Party Claim as to which the Parent Indemnified Party so elected to conduct and control the defense thereof and such Parent Indemnified Party shall consider in good faith recommendations made by the Securityholders’ Representative with respect thereto; and (with counsel iii) the Parent Indemnified Parties shall not, without the prior written consent of the Indemnifying Party’s choice, approved by the Indemnified Party, Securityholders’ Representative (which approval written consent shall not be unreasonably withheld) and the Indemnified Party may, at its election and expenseconditioned or delayed), participate in (but not control) the defense of such Third-Party Claim. If the Indemnifying Party does not so assume the defense in a timely mannerpay, (A) the Indemnified Party may assume and control the defense of such 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 compromise 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 reimburse the Indemnifying Party for 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, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of settle any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any without such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheldconsent.

Third Party Claims. (ia) Promptly after receipt by In the event that any Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, any third party desires to make a claim in respect of which the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from the against an Indemnifying Party under this Article 12 (which term shall be deemed to include all Indemnifying Parties if more than one) in connection with any third-party claim, proceeding or demand at any time instituted against or made upon it for which it may seek indemnification hereunder (a “Third-Party ClaimsClaim”), the Indemnified Party shall will promptly give notice thereof in writing to notify the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount Party of such Third-Party Claim and nature of Losses its claims of indemnification with respect thereto; provided, however, provided that the failure to so notify the Indemnifying Party promptly give such notice will not relieve the Indemnifying Party from any liability hereunder of its indemnification obligations under this Article VII, except to the extent, if any, that the Indemnifying Party has actually been materially prejudiced thereby. (b) The Indemnifying Party will, with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall have the right to assume the defense of any such the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party by written notice to the Indemnified Party within 30 days after the Indemnifying Party has received notice of the Third-Party Claim (with counsel or if earlier, ten days before an answer is due in the applicable legal proceeding); provided, however, that the Indemnifying Party must conduct the defense of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheld) Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may, may retain separate co-counsel at its election sole cost and expense, expense and participate in (but not control) the defense of such the Third-Party Claim. If the . (c) The Indemnifying Party does will not so assume consent to the defense in a timely manner, (A) 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 may assume and control (which consent will not be unreasonably withheld or delayed) unless the defense judgment or proposed settlement (i) includes an unconditional release of all liability of each Indemnified Party with respect to such Third-Party Claim, in a reasonable manner(ii) involves only the payment of money damages that, subject to the limitations set forth herein, are fully covered by the Indemnifying Party, and (Biii) does not impose an injunction or other equitable relief upon the Indemnifying Party may participate in (but not control) the defense of such action, at its election and expenseIndemnified Party. The Indemnified Party and its Affiliates shall cooperate in good faith 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 Indemnifying Party (which consent will not be unreasonably conditioned, withheld or delayed by the Indemnifying Party). (d) In the event that the Indemnifying Party fails to assume 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 accordance with 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 12Section ‎7.3(d) above, the Indemnified Party shall reimburse the Indemnifying Party for 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, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any may defend against such Third-Party Claim or otherwise acknowledges its obligation to indemnify in any of the Indemnified Parties hereunder with respect thereto, manner it reasonably may deem appropriate; provided that the Indemnified Party and its Affiliates are may not entitled settle such claim or consent to (and shall not) settle or release the entry of any such Third-Party Claims judgment with respect thereto without the consent of the Indemnifying Party, Party (which consent shall will not be unreasonably withheldwithheld or delayed), and the Indemnified Party shall retain all remedies to which they are entitled under this Article VII, subject to the express limitations set forth herein. In such event, the Indemnifying Party shall be entitled, at its expense, to participate in any defense of Third-Party Claims, subject to the right of the Indemnified Party to control such defense.

Third Party Claims. (ia) Promptly after receipt by In the event an Indemnified Party becomes aware of notice of, or otherwise acquiring knowledge of the assertion of, any third a third-party claim in respect of which the (including any action or proceeding commenced or threatened to be commenced by any Third Party) that such Indemnified Party reasonably believes it is reasonably likely may result in an indemnification pursuant to be entitled to indemnification from the Indemnifying Party under this Article 12 Section 8.1 (any such claim, a “Third-Party ClaimsClaim”), the such Indemnified Party shall promptly give notice thereof (and in any event within [***] Business Days after becoming aware of such claim) notify the Securityholders’ Representative or Parent, as applicable, in writing to of such Third-Party Claim (such notice, the Indemnifying Party, specifying “Claim Notice”). The Claim Notice shall be accompanied by copies of any relevant and material documentation submitted by the Third Party making such Third-Party Claim and shall describe in reasonable detail (to the information then available regarding extent known by Indemnified Party) the facts constituting the basis for such Third-Party Claim and the amount and nature of Losses with respect theretothe claimed Losses; provided, however, that no delay or failure on the failure to so notify the Indemnifying part of Indemnified Party will not in delivering a Claim Notice shall relieve the Indemnifying Party from any liability hereunder except and only to the extent they shall have been actually and materially prejudiced as a result of such delay or failure. (b) The Indemnified Party shall have the right to participate in, or by giving written notice to the Indemnifying Party, to assume the defense of any Third-Party Claim and by the Indemnified Party’s own counsel (which counsel shall be reasonably acceptable to the Indemnifying Party), and the Indemnifying Party shall cooperate in good faith in such defense. In the event that the Indemnified Party assumes the defense of any Third-Party Claim, subject to Section 8.3(c), 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. The Indemnifying Party shall have the right, at its own cost and expense, to participate in the defense of any Third-Party Claim with respect counsel selected by it. If the Indemnified Party elects not to compromise or defend such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The Indemnifying Party may, subject to Section 8.3(c), assume the defense of such Third-Party Claim and the Indemnified Party shall have the right to assume participate in and shall cooperate in good faith in such defense. Securityholders’ Representative and Parent shall cooperate with each other in all reasonable respects in connection with the defense of any Third-Party Claim, including making available records relating to such Third-Party Claim and furnishing, without expense (with counsel other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the Indemnifying Party’s choice, approved by non-defending party as may be reasonably necessary for 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) preparation of the defense of such Third-Party Claim. If . (c) Notwithstanding any other provision of this Agreement, the Indemnifying Securityholders’ Representative shall (subject to agreement of the Participating Securityholders’ obligation to indemnify against any and all Losses pursuant to such Third Party does not so Claim) have the sole and exclusive right to assume the defense at the cost of the Participating Securityholders (and if it retains counsel, such counsel shall be reasonably acceptable to Parent) of any Third Party Claim arising out of or relating to any matter set forth in a timely manner(i) Schedule 8.1(h) or (ii) Schedule B, (A) and shall have the Indemnified Party may assume and control the defense of 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 a reasonable manner, . Parent and (B) the Indemnifying Party may Company shall have the right to participate in (but not control) control in the defense of), and the Securityholders’ Representative and Parent shall reasonably cooperate with each other in all respects in connection with 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 any Third-Party Claim is, relating to or arising out of any matter set forth in fact, a Third-Party Schedule 8.1(h) or Schedule B. The parties agree and acknowledge that the Claim Notice with respect to which the Indemnified Party any matter set forth in Schedule 8.1(h) or Schedule B is entitled deemed to be indemnified against under have been given in accordance with Section 8.3(a). (d) Notwithstanding any other provision of 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 12Agreement, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, not enter into 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the prior written consent of the Indemnifying Party, Party (which consent shall not be unreasonably withheld., conditioned or delayed). If the Indemnifying Party has assumed the defense pursuant to Section 8.3(b) or the Securityholders’ Representative has assumed the defense pursuant to Section 8.3(c), it shall not agree to any settlement of any Third-Party Claim without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that for claims under Section 8.3(c), Parent’s consent shall not be deemed to be unreasonably withheld, conditioned or delayed if (i) the settlement is not solely for monetary losses for which the Participating Securityholders are responsible and pays 100% for or (ii) the settlement does not include a full release of Parent and the Company with respect to the specific matter set forth in Schedule 8.1(h) or Schedule B.

Third Party Claims. (ia) Promptly after receipt If a claim by the a third party is made against any Indemnified Party of notice ofand/or Target Company (a “Third Party Claim”), or otherwise acquiring knowledge of the assertion of, any third party claim in respect of which the and if such Indemnified Party reasonably believes it is reasonably likely intends to be entitled to indemnification from the Indemnifying Party seek indemnity with respect thereto under this Article 12 (“Third-Party Claims”)VIII, the such Indemnified Party shall promptly give notify the Indemnifying Party of such Third Party Claim, which notice thereof in writing shall only be required to be given with respect to Third Party Claims that are subject to indemnification by the Indemnifying Party pursuant to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect theretoterms hereunder; provided, however, that the failure to so notify the Indemnifying Party will shall not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claimof its obligations hereunder, except to the extent, and only to extent that the extent, that such failure has Indemnifying Party is actually and materially prejudiced the Indemnifying Party. (ii) thereby. The Indemnifying Party shall have the right fifteen (15) Business Days after receipt of such notice to assume the conduct and control of the defense of any such Third-Third Party Claim (with through counsel reasonably acceptable to the Indemnified Party at the expense of the Indemnifying Party; provided that the Indemnifying Party shall have no right to conduct and control such defense to the extent that it has not agreed to indemnify the Indemnified Party of such Third Party Claim; and provided, further, that the Indemnifying Party shall not be entitled to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) such Third Party Claim for indemnification relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation against Purchaser’s choiceofficers or directors; and (ii) the Indemnifying Party, approved by in the reasonable judgment of the Indemnified Party, which approval shall grossly failed or is grossly failing to vigorously prosecute or defend such Third Party Claim. In the event that the Indemnifying Party has not be unreasonably withheld) and agreed to indemnify the Indemnified Party mayin respect of any Third Party Claim brought against any of the Target Companies, then the respective Target Company or Target Company Subsidiary shall have the right to conduct and control such defense through counsel reasonably acceptable to the respective Target Company or Target Company Subsidiary, and at its election and expensethe expense of the respective Target Company (in the understanding, participate however, that in the event that a final arbitration resolution that admits no further recourse under the ICC Rules (but not controllaudo definitivo) the defense of such Third-determines that a Third Party Claim. If Claim is effectively indemnifiable by the Indemnifying Party does not so assume Party, the defense in a timely manner, (A) the Indemnified Party may assume and control the defense indemnification obligations of such 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 include any 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 expenses borne by the Indemnifying Party). If the Third-Party Claim isrespective Target Company, 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 reimburse and the Indemnifying Party for all costs incident shall be obligated to indemnify the Purchaser pursuant to the defense terms of such Third-Party Claim, 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 Partythis Agreement). Any payments required of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iiib) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of So long as the Indemnifying Party, or a Target Company pursuant to Section 8.7(a) above, assumes the defense of a Third Party Claim, neither the Indemnified Party nor the Indemnifying Party (except as provided in Section 8.7(d)) nor the respective Target Company shall admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the other party's prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the preceding sentence, the Indemnified Party shall have the right, in its sole discretion, to pay or settle any such Third Party Claim at its own expense, provided that, in such event, the Indemnified Party shall waive any rights to indemnity hereunder in respect of the matter so settled without the Indemnifying Party's consent. (c) If the Indemnifying Party does not notify the Indemnified Party within fifteen (15) Business Days after the receipt of the Indemnified Party’s notice of a Third Party Claim of indemnity against the Indemnified Party and/or Target Company, that it elects to undertake the defense thereof, the Indemnified Party shall have the right to contest the Third Party Claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the other party's prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). Notwithstanding the preceding sentence, the Indemnified Party shall have the right, in its sole discretion, to pay or settle any such Third Party Claim at its own expense, provided that, in such event, (i) the Indemnified Party shall have previously obtained from the Indemnifying Party a confirmation in writing of the amount that the Indemnifying Party would be reasonably willing to pay as settlement; (ii) the Indemnified Party may elect, at its sole discretion, to exercise its right to pay or settle the Third Party Claim at its own expense as provided above for the amount in excess of the amount specified in such writing; and (iii) the Indemnified Party shall be entitled to claim from the Indemnifying Party the lesser of: (y) the amount effectively paid or settled by the Indemnified Party under the Third Party Claim, or (z) the amount that the Indemnifying Party was reasonably willing to pay as previously confirmed in writing by the Indemnifying Party. For the avoidance of doubt, the provisions in this Section 8.7(c) shall be applicable with respect to Third Party Claims brought against the Indemnified Party, and with respect to Third Party Claims brought against any of the Target Companies. (d) The Indemnifying Party shall not, except with the consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned), enter into any settlement unless such settlement (i) is entirely indemnifiable by the Indemnifying Party pursuant to this Article VIII; (ii) includes as an unconditional term thereof the giving by the Person or Persons asserting such Third Party Claim to all Indemnified Parties of an unconditional release from all liability with respect to such Third Party Claim or consent to entry of any judgment; and (iii) does not impose any injunctive relief or other restrictions of any kind or nature on any Indemnified Party. (e) The Indemnified Party shall make available records relating to such Third Party Claim and shall furnish, at the Indemnifying Party’s expense to the Indemnifying Party and/or its counsel, such employees of the Indemnified Party as may be reasonably necessary for the preparation of the defense of any such Third Party Claim or for testimony as witnesses in any proceeding relating to such Third Party Claim.

Third Party Claims. (ia) Promptly after receipt by In the event that any Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, any third party desires to make a claim in respect of which the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from the against an Indemnifying Party under this Article 12 (which term shall be deemed to include all Indemnifying Parties if more than one) in connection with any third-party litigation, arbitration, action, suit, proceeding, claim or demand at any time instituted against or made upon it for which it may seek indemnification hereunder (a “Third-Party ClaimsClaim”), the Indemnified Party shall will promptly give notice thereof in writing to notify the Indemnifying PartyParty (or, specifying in reasonable detail if the information then available regarding Indemnifying Party is the amount Company Stockholders or the Participating Rights Holders, the Stockholder Representative Committee), of such Third-Party Claim and nature of Losses its claims of indemnification with respect thereto; provided, however, that the failure to so notify the Indemnifying Party promptly give such notice will not relieve the Indemnifying Party from any liability hereunder of its indemnification obligations under this Section 9.3, except to the extent, if any, that the Indemnifying Party has actually been prejudiced thereby. (b) Subject to paragraph (e) below, the Indemnifying Party will, upon its written confirmation of its obligation to indemnify the Indemnified Party in full with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall have the right to assume the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party by written notice to the Indemnified Party within twenty (20) days after the Indemnifying Party has received notice of the Third-Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided, further, that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim. In addition, in the event that the Indemnifying Party assumes the defense of any Third-Party Claim in accordance with this paragraph (b), the limitations on recovery set forth in Section 9.5 below shall not apply to any Damages incurred by Parent in connection with such Third-Party Claim. (c) The Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed) unless the judgment or proposed settlement (i) includes an unconditional release of all liability of each Indemnified Party with respect to such Third-Party Claim, (ii) involves only the payment of money damages that are fully covered by the Indemnifying Party (including amounts deemed to be paid by the Participating Rights Holders pursuant to Section 9.4 by distribution of amounts to Parent from escrow or by set-off from unpaid Contingent Payments to be made by Parent, to the extent that the amount of such payment is then determinable as a result of Worldwide Net Sales that have already been generated), and (iii) does not impose an injunction or other equitable relief upon the Indemnified Party. So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 9.3(b) 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 Indemnifying Party (which consent will not be unreasonably conditioned, withheld or delayed by the Indemnifying Party). (d) In the event that the Indemnifying Party fails to assume the defense of the Third-Party Claim in accordance with Section 9.3(b) above, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third-Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith) if either (x) the Indemnified Party is responsible for at least twenty-five (25%) of the Damages resulting from such Third-Party Claim or (with counsel y) such Third-Party Claim relates to the Intellectual Property of the Company, and (ii) the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheld) and Party will remain responsible for any Damages the Indemnified Party maymay suffer as a result of such Third-Party Claim to the extent subject to indemnification under this Article 9. (e) Notwithstanding the foregoing, at its election Parent and expense, participate in (but not control) the Surviving Corporation shall be responsible for the prosecution and defense of all Product Liability Claims and any claims relating to the Intellectual Property of the Company (collectively, the “Parent-Handled Claims”). Except to the extent that any such disclosure would cause a waiver of applicable attorney-client privilege, the Stockholder Representative Committee shall have the right to monitor the progress of the Parent Handled Claims, to review on a timely basis all pleadings and other filings relating thereto and to discuss with counsel to Parent and/or the Surviving Corporation such matters relating to the Parent-Handled Claims as may be reasonably appropriate. Parent and the Surviving Corporation shall pursue in good faith the prosecution or defense of all Parent-Handled Claims in a manner no less diligent than the conduct of the prosecution or defense of other claims against Parent analogous to such Parent-Handled Claim, through counsel of their selection, the prosecution or defense of all Parent-Handled Claims until such time, if any, that Parent shall elect not to pursue indemnification with respect to such Third-Party Claim. If In the Indemnifying Party does event that neither Parent nor the Surviving Corporation chooses to prosecute and defend any Parent-Handled Claim, notice of such shall be delivered promptly to the Stockholder Representative Committee and Stockholder Representative Committee shall be entitled to pursue the prosecution and defense of the Parent-Handled Claim, notice of which shall be delivered promptly to Parent, or the Surviving Corporation, provided, that the Stockholder Representative Committee shall not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense be entitled to enter into any voluntary settlement agreement of such Third-Party ClaimClaim without the express written consent of the Parent, in a reasonable mannerwhich consent may not be unreasonably withheld, delayed or conditioned, 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, howeverfurther, that any such costs and amounts are reasonable to rights shall cease when the extent not incurred directly by the Indemnifying Party). If the Third-Party Claim is, maximum aggregate liability described below 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 reimburse the Indemnifying Party for 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 judgmentsSection 9.5(b) has been reached. (f) Parent shall, to the extent that Parent and the Indemnifying Party paid Surviving Corporation are entitled to indemnification for Damages pursuant to this Article 9 and it could reasonably be expected that Parent may recover a substantial portion of the Damages relating to such Parent-Handled Claim pursuant to this Article 9, (i) provide the Stockholder Representative Committee with access to appropriate employees of Parent and the Surviving Corporation for the purpose of discussing matters relating to Parent-Handled Claims as the Stockholder Representative Committee may from time to time reasonably request, and (ii) permit the Stockholder Representative Committee, upon its reasonable request, to participate in the process of any settlement or advanced the same (other resolution of any Parent-Handled Claims pursuant to this Article 9; 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 Parent shall be made promptly following receipt of written demand thereforentitled to settle, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim control, compromise or otherwise acknowledges dispose of Parent-Handled Claims in its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party sole discretion and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without obtaining the consent of the Indemnifying Indemnified Party, which consent shall not be unreasonably withheldprovided that it has actively and diligently pursued in good faith the prosecution or defense of such Parent-Handled Claim in a manner no less diligent than the conduct of the prosecution or defense of claims against Parent analogous to such Parent-Handled Claim.

Third Party Claims. (i) Promptly after receipt by In the event that a Party becomes aware of third-party claim against an Indemnified Party of notice ofthat such Party in good faith believes constitutes a matter for which such Indemnified Party is entitled to indemnification, compensation, or otherwise acquiring knowledge of the assertion ofreimbursement under Section 10.2, any third party claim in respect of which the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from the Indemnifying Party under this Article 12 as applicable (each, a “Third-Party ClaimsClaim”), the Indemnified such Party shall promptly give prompt written notice thereof in writing to the Indemnifying other Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder . Except with respect to Taxes, such Party shall have the right in its sole and absolute discretion to conduct (and, if necessary assume), the defense and prosecution of and to settle or resolve any such Third-Party Claim, except to the extent, and only to the extent, that if such failure has actually and materially prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall have the right to does not promptly 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 Claim the Indemnifying Party does not so assume the defense in a timely manner, (A) costs and expenses incurred by the Indemnified Parties in connection with the investigation, defense, prosecution, and settlement of such Third-Party may assume Claim (including attorneys’, consultants’, experts’ and control other professionals’ fees and expenses and court or arbitration costs) shall be Losses for which the defense Indemnified Parties are entitled to indemnification, compensation and reimbursement pursuant to Section 10.2, subject to the limitations of this Article X, regardless of the outcome of such Third-Party Claim. Acquiror (in the case of Third-Party Claims defended by the Seller) and the Seller (in the case of Third-Party Claims defended by ▇▇▇▇▇▇▇▇) shall have the right to receive copies of all pleadings, in a reasonable mannermaterial written notices, 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 material written communications with respect to the defense or handling of such any Third-Party Claims. If the Claim. (ii) Except with respect to Taxes, without which shall not be unreasonably withheld, conditioned, or delayed, no Indemnified Party shall consent to any settlement or resolution of any 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 Partyor admit any liability with respect thereto). 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 reimburse the Indemnifying Party for 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, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If applicable, the Indemnifying insurers under the R&W Insurance Policy and their agents and advisors shall be permitted to associate effectively with any Party undertakes in the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of matter which might reasonably constitute a Loss (as defined in the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheldR&W Insurance Policy).

Third Party Claims. In order for a Purchaser Indemnitee or a Parent Indemnitee (ias applicable, the “Indemnified Party”) 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 be entitled to any indemnification from Parent or Purchaser, respectively (as applicable, the “Indemnifying Party Party”), provided for under this Article 12 IX in respect of, arising out of, relating to or involving a claim made or threatened by any Person not a party hereto against such Indemnified Party (a “Third-Party ClaimsClaim”), the such Indemnified Party shall promptly give notice thereof notify the Indemnifying Party in writing to the Indemnifying Party, specifying of such Third-Party Claim (setting forth in reasonable detail the information then available regarding facts giving rise to such Third-Party Claim (to the extent known), the amount or estimated amount (to the extent reasonably estimable) of Damages in respect of, arising out of, relating to or involving such Third-Party Claim, a description of any other remedy sought in connection therewith, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto) (a “Claim Notice”) within 10 Business Days after receipt by such Indemnified Party of written notice of such Third-Party Claim (and nature of Losses with respect thereto; providedin any event not later than the date that is 10 Business Days preceding the date by which an appearance is required to be made before a court, howeverarbitrator or other tribunal, that the failure or an answer or similar pleading is required to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder be filed in a litigation or other proceeding, with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and 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 does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such 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 failure to give such costs and amounts are reasonable notification shall not affect the indemnification provided hereunder except to the extent not incurred directly by that the Indemnifying Party)Party shall have been actually and materially prejudiced as a result of such failure. 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 The Indemnified Party shall reimburse keep the Indemnifying Party for all costs incident to reasonably and promptly informed of factual and procedural developments in connection with the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid allegations made in satisfaction of judgmentsthe Claim Notice and, to the extent reasonable practicable, provide the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable information with respect to the extent not incurred directly by the Indemnified Party). Any payments required Claim Notice upon reasonable request of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes subject to the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect theretoconfidentiality provisions set forth herein, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheldas applicable.

Third Party Claims. (i) Promptly after receipt by the If any Indemnified Party of receives notice of, or otherwise acquiring knowledge of the assertion of, or commencement of any third Proceeding or other action made or brought by any Person who is not a party claim in respect to this Agreement or an Affiliate of which the Indemnified Party reasonably believes it is reasonably likely a party to be entitled to indemnification from the Indemnifying Party under this Article 12 Agreement (a “Third-Party ClaimsClaim”)) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Article X, the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will reasonably prompt written notice thereof, but in any event not relieve the Indemnifying Party from any liability hereunder with respect to later than 30 days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except to the extent, and only to the extent, extent that such failure has actually and materially prejudiced the Indemnifying Party is actually prejudiced or 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. (ii) . The Indemnifying Party shall have the right to assume (i) participate in the defense of any Third-Party Claim or (ii) by giving written notice to the Indemnified Party, assume the control of the defense of any Third-Party Claim, in each case, at the Indemnifying Party’s expense and with the employment of the Indemnifying Party’s own counsel reasonably acceptable to the Indemnified Party; provided, however, that in order for an Indemnifying Party to assume control of the defense of a Third-Party Claim: (x) the Third-Party Claim must not seek an injunction or other non-monetary equitable relief against the Indemnified Party; and (y) the Third-Party Claim must not relate to or arise in connection with any criminal Proceeding. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, subject to this Section 10.6(a), (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 and (B) the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense of any Third-Party Claim with counsel of selected by it and reasonably acceptable to the Indemnifying Party, subject to the Indemnifying Party’s choice, approved by right to control the Indemnified Party, which approval defense thereof. Seller and Buyer shall not be unreasonably withheld) and the Indemnified Party may, at its election and expense, participate cooperate with each other in (but not control) all reasonable respects in connection with the defense of such any Third-Party Claim. If the Indemnifying Party does , whether or not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control such party controls the defense of such Third-Party Claim, in a reasonable mannerincluding: (I) making available, and (B) the Indemnifying Party may participate in (but not control) the defense of such actionsubject to Section 7.2(b), at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith with respect records reasonably relating to the defense or handling of such Third-Party Claims. If Claim and furnishing, without expense (other than reimbursement of reasonable, documented out-of-pocket expenses) to the Thirddefending party, (II) providing reasonable access to employees of the non-Party Claim is, in fact, defending party on a Third-Party Claim to which mutually convenient basis as may be reasonably necessary for the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident to preparation of the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction (III) keeping the non-defending party reasonably apprised 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 reimburse the Indemnifying Party for all costs incident any developments related to the defense of such Third-Party Claim, including attorneys’ fees, litigation Claim and appeal expenses, settlement payments and amounts paid in satisfaction (IV) providing information on sources 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimedpotential insurance coverage. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (ia) Promptly Within 15 business days after receipt by the Indemnified Party service of notice of, of any claim or otherwise acquiring knowledge of the assertion of, process by any third party claim person in any matter in respect of which the Indemnified Party reasonably believes it is reasonably likely to indemnity may be entitled to indemnification sought from the Indemnifying Party under other party pursuant to this Article 12 Agreement (“Third-Party Claims”), the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such a "Third-Party Claim"), except to the extent, and only to party in receipt of the extent, that such failure has actually and materially prejudiced claim (the "Indemnified Party") shall notify the other party (the "Indemnifying Party. (ii") The of the receipt thereof. Unless the Indemnifying Party shall have notify the right Indemnified Party that it elects to assume the defense of any such Third-Party Claim or settlement thereof (with counsel such notice to be given as promptly as reasonably possible in view of the Indemnifying Party’s choice, approved by necessity to arrange for such defense and in no event later than 10 days following 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 does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such 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 Partyaforesaid notice). 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 reimburse the Indemnifying Party for 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, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes assume the defense of any such Third-Party Claim or otherwise acknowledges its obligation settlement thereof. (b) If the Indemnifying Party elects to indemnify assume the defense of any of the Indemnified Parties hereunder with respect theretoThird-Party Claim, the Indemnified Party shall cooperate with the Indemnifying Party in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party's reasonable request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (c) Such defense shall be conducted expeditiously (but with due regard for obtaining the most favorable outcome reasonably likely under the circumstances, taking into account costs and expenditures) and the Indemnifying Party or Indemnified Party, as the case may be, shall be advised promptly of all developments. If the Indemnifying Party assumes the defense of any Third-Party Claim, the Indemnified Party will have the right to participate fully in any such action or proceeding and to retain its own counsel, but the fees and expenses of such counsel will be at its own expense unless (i) the Indemnifying Party shall have agreed to the retention of such counsel for both the indemnifying and indemnified parties or (ii) the named parties to any such suit, action or proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. If the Indemnifying Party shall have assumed the defense of a Third-Party Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of a Third-Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third-Party Claim, which releases the Indemnified Party completely in connection with such Third-Party Claim and which would not otherwise adversely affect the Indemnified Party. The Indemnified Party shall have the right to settle any Third-Party Claim the defense of which shall not have been assumed by the Indemnifying Party provided such settlement is reasonably acceptable to the Indemnifying Party. Buyer and each Seller acknowledge and agree that its sole and exclusive remedy with respect to any and all claims relating to the subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in this Article XI. In furtherance of the foregoing Buyer and each Seller hereby waives to the fullest extent permitted under applicable law, any and all rights, claims and causes of action it may have against the other parties hereto, their Affiliates are and their respective officers, directors, employees, stockholders, agents and representatives arising under or based upon any Federal, state, local or foreign statute, law, ordinance, rule or regulation, except pursuant to the indemnification provisions set forth in this Article XI. (d) Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third-Party Claim (and shall notbe liable for the 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, and the Indemnified Party shall have the sole and exclusive right to settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheldClaim.

Third Party Claims. (i) Promptly after receipt Except as otherwise provided in clause (ii) of this subsection (b), in the case of any claim asserted by the a Person that is not a party to this Agreement or an Affiliate Controlled by a party to this Agreement against an 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 be entitled to indemnification from the Indemnifying Party under this Article 12 (a “Third-Party ClaimsClaim”), the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify permit the Indemnifying Party will not relieve (at the Indemnifying Party from any liability hereunder with respect to expense of such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and 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 does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such Third-Party ClaimClaim and any Actions resulting therefrom; provided that (i) counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party and (ii) the Indemnified Party may participate in such defense at such Indemnified Party’s sole cost and expense (including the costs and expenses of counsel). Except with the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld or delayed, no Table of Contents Indemnifying Party shall consent to entry of any judgment or enter into any settlement of any Third-Party Claim or related Actions, unless such judgment or settlement relates solely to monetary damages, provides for a full, unconditional and irrevocable release by such third party of the Indemnified Party and its Affiliates and, in the reasonable good faith judgment of Buyer, does not and would not reasonably be expected to materially and adversely impact or impair the business or reputation of Buyer and their Affiliates. (ii) Notwithstanding clause (i) above, in the event that the Indemnified Parties shall in good faith determine after consultation with outside counsel that the Indemnified Parties may have available to them one or more defenses or counterclaims that are inconsistent with one or more of the defenses or counterclaims that may be available to the Indemnifying Party in respect of a reasonable mannerThird-Party Claim or any Action relating thereto, (A) the Indemnified Parties shall have the right, at the sole cost of the Indemnifying Party (including the costs and expenses of counsel for the Indemnified Parties (provided that the Indemnifying Party will not be required to pay for more than one counsel for all Indemnified Parties in connection with any such Third-Party Claim and related Action)), at all times to take over and assume control over the defense and prosecution of such portion of such Third-Party Claim and related Actions related to such inconsistent defenses and counterclaims and (B) the Indemnifying Party may participate in (but not control) shall retain control over the defense and prosecution 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 remaining aspects of such Third-Party Claims. If Claim and related Action; provided that, in the case where the Indemnified Parties have assumed control of the defense and prosecution of such portion of such Third-Party Claim isand related Action related to such inconsistent defenses and counterclaims, in fact, a Third-neither the Indemnifying Party Claim to which nor the Indemnified Party is entitled may settle such claim or Action without the written consent of the other party, such consent not to be indemnified against under this Article 12unreasonably withheld or delayed. In the event that the Indemnified Party does not assume the defense of any matter as provided above in clause (A), the Indemnifying Party shall pay all costs incident have the right to control the defense against any such Third-Party Claim or related Action, provided that (1) subject to the control of the prosecution and defense of such Third-Party Claim by the Indemnifying Party and its counsel, the Indemnified Parties and their counsel (which shall be reasonably satisfactory to the Indemnifying Party) shall be kept fully informed as to all material aspects of such Third-Party Claim and related Actions and shall have the right to participate fully in the prosecution and defense of such Third-Party Claim, including attorneys’ fees, litigation (2) the Indemnifying Party and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable its counsel shall promptly provide to the extent not incurred directly by the Indemnifying Party). If the Indemnified Parties and their counsel all material information related to such Third-Party Claim isand related Actions (including copies of written information), in fact, not a (3) the Indemnified Parties and their counsel shall have their views regarding such Third-Party Claim considered in good faith by the Indemnifying Party and its counsel and (4) the Indemnified Parties shall have the right to which consent, such consent not be unreasonably withheld or delayed, to the settlement or compromise of such Third-Party Claim and related Actions, unless such judgment or settlement relates solely to monetary damages, provides for a full, unconditional and irrevocable release by such third party of the Indemnified Party is entitled and its Affiliates. (iii) Subject to clause (ii) of this Section 8.5(b), in the event that an Indemnified Party determines in good faith that any Third-Party Claim or any Action related thereto has had or could reasonably be expected to adversely impact or impair the commercial interests or business reputation of Buyer or its Affiliates, (1) counsel to be indemnified against under this Article 12Table of Contents utilized by the Indemnifying Party in respect of such Third-Party Claim and related Action shall be reasonably acceptable to the Indemnified Parties, (2) subject to the control of the prosecution and defense of such Third-Party Claim by the Indemnifying Party and its counsel, the Indemnified Party Parties and their counsel (which shall reimburse be reasonably satisfactory to the Indemnifying Party) shall be kept fully informed as to all material aspects of such Third-Party for all costs incident Claim and related Actions and shall have the right to participate fully in the prosecution and defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent (3) the Indemnifying Party paid or advanced the same (provided, however, that such costs and amounts are reasonable its counsel shall promptly provide 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, accompanied by documentation reasonably substantiating the costs Parties and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any their counsel all material information related to such Third-Party Claim or otherwise acknowledges its obligation to indemnify any and related Actions (including copies of written information), (4) the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and their counsel shall not) settle or release any have their views regarding such Third-Party Claims without the consent of Claim considered in good faith by the Indemnifying PartyParty and its counsel, which and (5) the Indemnified Parties and their counsel shall have the right to consent, such consent shall not be unreasonably withheldwithheld or delayed, to the settlement or compromise of such Third-Party Claim and related Actions. (iv) In any event, Seller and Buyer shall reasonably cooperate in the investigation, pre-trial activities, trial, compromise, settlement, discharge and defense of any Third-Party Claim subject to this Article VIII and the records and employees of each shall be made reasonably available to the other with respect to such defense.

Third Party Claims. (i) Promptly after receipt by 10.1 In respect of any fact, matter, event or circumstance which comes to the Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, Purchaser or any third party claim in respect of Group Company which the Indemnified Party reasonably believes it would or is reasonably likely to be entitled result in a claim against it (a “Third Party Claim”) and which, in turn, would or is reasonably likely to indemnification from result in a claim against any of the Indemnifying Party under this Article 12 (“Third-Party Claims”)Warrantors, the Indemnified Party Purchaser shall promptly give notice thereof in writing to the Indemnifying Party(and shall procure, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, howeverwhere relevant, that the failure relevant Group Company shall), subject to so notify appropriate confidentiality protections being in place: (a) as soon as is reasonably practicable, give written notice and reasonable details of the Indemnifying Third Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except Claim to the extentWarrantors’ Representatives; (b) not make any admission of liability, and only agreement, settlement or compromise with any person, body or authority in relation to the extent, that such failure has actually and materially prejudiced Third Party Claim without prior consultation with the Indemnifying Party.Warrantors’ Representatives; (iic) The Indemnifying Party shall have allow the right Warrantors and their advisers to assume investigate the defense of any such Third-Third Party Claim (including whether and to what extent any amount is payable in respect thereof); (d) consult in good faith with counsel the Warrantors’ Representatives as to any ways in which the Third Party Claim might be avoided, disputed, resisted, mitigated, settled, compromised, defended or appealed; and (e) make available (and shall use its reasonable endeavours to procure that any of its auditors, past or present, shall make available) to the Warrantors’ Representatives and their advisers and agents all such information and assistance (including access to properties, management, records, papers, documents and data) during normal working hours as they may reasonably require which in the reasonable opinion of the Indemnifying Party’s choice, approved by Warrantors’ Representatives relate to 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 does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such Third-Third Party Claim, in a reasonable manner, and (B) each case at the Indemnifying Party may participate in (but not control) cost of the defense of such action, at its election and expense. The Indemnified Party and its Affiliates Warrantors. 10.2 This paragraph 10 shall cooperate in good faith with respect be subject to the defense Purchaser not being obliged to take or handling of such Third-Party Claims. If the Third-Party Claim isomit to take any action pursuant to this paragraph 10 where, in factthe reasonable opinion of the Purchaser, such action or omission might reasonably be expected to damage the reputation or goodwill of the Purchaser’s Group or any relationship between the Purchaser’s Group and a Third-Party Claim to which the Indemnified Party is entitled to material supplier, customer or employee or otherwise be indemnified against under this Article 12, the Indemnifying Party shall pay all costs incident materially adverse 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 reimburse the Indemnifying Party for 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, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any business interests of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheldPurchaser’s Group.

Third Party Claims. (i) 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 be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-Party Claims”), the The Indemnified Party shall promptly give notice thereof in writing notify the ------------------ Indemnifying Parties of the existence of any claim, demand or other matter involving liabilities to third parties to which the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount Parties' indemnification obligations could apply and nature of Losses with respect thereto; provided, however, that the failure to so notify shall give the Indemnifying Party will not relieve Parties a reasonable opportunity to defend the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, same at their expense and only to the extent, that such failure has actually and 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, their own selection (who shall be 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 does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such 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 (withheld unreasonably); provided, however, that (i) the -------- Indemnified Party shall at all times also have the right to fully participate in the defense at its own expense, (ii) if, in the reasonable judgment of the Indemnified Party, based upon the written advice of counsel, a conflict of interest may exist between the Indemnified Party and any of the Indemnifying Parties, the Indemnifying Parties shall not have the right to assume such costs defense on behalf of such Indemnified Party and amounts are reasonable (iii) the failure to so notify the Indemnifying Parties shall not relieve the Indemnifying Parties from any liabilities that they may have hereunder or otherwise, except to the extent not incurred directly by that such failure so to notify the Indemnifying Party)Parties materially prejudices the rights of the Indemnifying Parties. If the Third-Party Claim isIndemnifying Parties shall, in factwithin a reasonable time after said notice, not a Third-Party Claim fail to which the Indemnified Party is entitled to be indemnified against under this Article 12defend, the Indemnified Party shall reimburse have the right, but not the obligation, to undertake the defense of, and to compromise or settle the claim or other matter on behalf, for the account and at the risk and expense of the Indemnifying Party for all costs incident to Parties. The Indemnifying Parties shall not compromise or settle the defense claim or other matter without the prior written consent of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent Indemnified Parties. If the claim is one that cannot by its nature be defended solely by the Indemnifying Party paid or advanced Parties, the same (Indemnified Parties shall make available all information and assistance that the Indemnifying Parties may reasonably request; provided, however, that such costs and amounts are reasonable to the extent not incurred directly any -------- associated expenses shall be paid 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimedParties as incurred. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (i) Promptly after receipt by the Indemnified Party of If any Indemnitee receives notice of, or otherwise acquiring knowledge of the assertion ofor commencement of any action, suit, claim, arbitration, mediation or other legal proceeding made or brought by any third Person who is not a party claim in respect to this Agreement or an Affiliate of which the Indemnified Party reasonably believes it is reasonably likely a party to be entitled to indemnification from the Indemnifying Party under this Article 12 Agreement (a “Third-Party ClaimsClaim”)) against such Indemnitee with respect to which the Indemnitor is obligated to provide indemnification pursuant to the terms of this Agreement, the Indemnified Party Indemnitee shall promptly give the Indemnitor prompt written notice thereof in writing thereof. The failure to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; providedgive such prompt written notice shall not, however, relieve the Indemnitor of its indemnification obligations, except to the extent that the failure Indemnitor is prejudiced by reason of such failure. Such notice by the Indemnitee shall describe the Third-Party Claim in reasonable detail, and shall, to so notify the Indemnifying Party will not relieve extent reasonably practicable, include copies of material written evidence thereof and material correspondence from or to such third-party (or its Representatives) related to the Indemnifying Party from any liability hereunder with respect matter giving rise to such Third-Party Claim and shall indicate the estimated amount (which estimate shall not be conclusive of the final amount of such Third-Party Claim), except to if reasonably practicable, of the extent, and only to Damages that has been sustained by the extent, that such failure has actually and materially prejudiced the Indemnifying PartyIndemnitee. (iia) The Indemnifying Party Indemnitor and the Indemnitee shall have the right to assume cooperate with each other in all reasonable respects in connection with the defense of any such Third-Party Claim (with counsel Claim, including, granting reasonable access to the other party during normal business hours to the premises, personnel and documents or records of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheld) Indemnitor and the Indemnified Party mayIndemnitee, as applicable, at its election the expense of the requesting party, as may be reasonably requested for the defense and expense, participate in (but not control) preparation of the defense of such Third-Party Claim. If ; provided, that the Indemnifying Party does not so assume the defense in a timely manner, requesting party shall (A) use commercially reasonable efforts to prevent the Indemnified Party may assume disruption of the business of the other party and control the defense of such Third-Party Claim, in a reasonable mannerits Affiliates, and (B) not to request disclosure of any confidential or legally privileged information, or any personal information, other than in compliance with applicable Law. (b) Neither the Indemnifying Party may participate in (but not control) Indemnitor nor the defense Indemnitee shall enter into settlement or compromise of, or offer to settle or compromise, or consent to the entry of such action, at its election and expense. The Indemnified Party and its Affiliates shall cooperate in good faith any judgment with respect to the defense or handling of such Third-Party Claims. If the to, any 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 reimburse the Indemnifying Party for 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, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the prior written consent of the Indemnifying Party, other (which consent shall not be unreasonably withheld, conditioned or delayed); provided that such consent may be withheld in either the Indemnitee’s or the Indemnitor’s sole discretion in the event such settlement or compromise of, or offer to settle or compromise, or consent to the entry of any judgment with respect to any Third-Party Claim is on a basis that would result in (A) the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnitee or any of its Affiliates, (B) a finding or admission of any violation of laws or any violation of the rights of any Person by the Indemnitee or any of its Affiliates, (C) a finding or admission that would have an adverse effect on the reputation of the Indemnitee or any of its Affiliates or on any other claims made or threatened against any such Persons, (D) any monetary liability that is not paid in full by the Indemnitor or (E) any non-monetary condition or obligation being imposed on the Indemnitee or any of its Affiliates.

Third Party Claims. (i) Promptly after receipt by the a. If any Indemnified Party of receives notice of, or otherwise acquiring knowledge of the assertion of, of any Claim or the commencement of any Action by a third party claim in with respect of which the Indemnified Party reasonably believes it is reasonably likely to be entitled a matter subject to indemnification from the Indemnifying Party under this Article 12 indemnity hereunder (a “Third-Party ClaimsClaim”), the Indemnified notice thereof (a “Third-Party Notice”) shall promptly give notice thereof in writing be given to the Indemnifying Party, specifying in reasonable detail which Third-Party Notice shall specify the information then available regarding basis for such Third-Party Claim to the amount extent known at such time, and nature will include copies of Losses with respect thereto; providedall notices and documents (including court papers) served on or received by the Indemnified Party. The failure of an Indemnified Party to give timely notice hereunder shall not affect such Indemnified Party’s rights to indemnification hereunder, howeverexcept to the extent such delay or failure materially prejudices the Indemnifying Party’s ability to defend such Third-Party Claim. If an Indemnified Party delivers a Third-Party Notice, that the failure to so notify the Indemnifying Party will not relieve shall be entitled to participate in the defense of such Third-Party Claim and, to the extent that it wishes (unless: (1) the Indemnifying Party from any liability hereunder is also a Person against whom the Third-Party Claim is made and the Indemnified Party determines in good faith that joint representation would be inappropriate or (2) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such Third-Party Claim), to assume the defense of such Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party. The Indemnifying Party shall be permitted to consent to the entry of a judgment or enter into a compromise or settlement with respect to a Third-Party Claim without the prior written consent of the Indemnified Party, only if such judgment, compromise or settlement: (x) provides for the payment by the Indemnifying Party of money as the sole relief for the claimant, (y) results in the full and general release of the Indemnified Party from all Liabilities arising or relating to, or in connection with, such Third-Party Claim, except to and (z) involves no finding or admission of any violation of Law or the extentrights of the Indemnified Party. b. The Indemnified Party shall cooperate in all reasonable respects, and only to the extent, that such failure has actually and materially prejudiced at the Indemnifying Party. (ii) The ’s request, with the Indemnifying Party shall have and its attorneys in the right to assume the investigation, trial and 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 any appeal arising therefrom. The Indemnified Party may, at its election own sole cost and expense, monitor and further participate in (but not control) the investigation, trial and defense of such Third-Party Claim. If Claim and any appeal arising therefrom. c. Notwithstanding the Indemnifying Party does not so assume the defense in a timely mannerforegoing, if (A) the Indemnifying Party elects not to assume such defense and investigation, (B) the Indemnifying Party fails to actively and diligently, with legal counsel reasonably acceptable to the Indemnified Party, conduct the defense of the Third-Party Claim, (C) the Third-Party Claim relates to or otherwise arise in connection with any criminal or regulatory enforcement action, (D) the Third-Party Claim asserts Losses in excess of the Cap, or (E) the Indemnified Party may assume has been advised by counsel that an actual conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of the Third-Party Claim, then the Indemnified Party shall have the right, but not the obligation (upon delivering notice to such effect to the Indemnifying Party) to retain separate counsel of its choosing, defend such Third-Party Claim and have the sole power to direct and control such defense. Notwithstanding anything herein to the contrary, whether or not the Indemnifying Party shall have assumed the defense of such 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 reimburse the Indemnifying Party for all costs incident to the defense of such Third-Party Claimnot settle, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent the Indemnifying Party paid compromise 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any pay such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties for which it seeks indemnification hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed. d. The Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to avoid production of confidential information (consistent with Law), and to cause all communications among employees, counsel and others representing any party to a Third-Party Claim to be made so as to preserve any applicable attorney-client or work-product privileges.

Third Party Claims. (i) Promptly after receipt by the If any Indemnified Party of receives notice of, or otherwise acquiring knowledge of the assertion of, or commencement of any third party claim in respect Action made or brought by any Person who is not a Party or an Affiliate of which a Party or a Representative of the foregoing (a "Third-Party Claim") against such Indemnified Party reasonably believes it is reasonably likely with respect to be entitled to indemnification from which the Indemnifying Party is obligated to provide indemnification under this Article 12 (“Third-Party Claims”)Agreement, the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; providedParty prompt written notice thereof. The failure to give such prompt written notice shall not, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claimof its indemnification obligations, except to the extent, and only to the extent, extent that such failure has actually and materially prejudiced the Indemnifying Party forfeits rights or defenses by reason of such failure. Each 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 good faith estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. (ii) 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 such Third-Party Claim (with counsel of at the Indemnifying Party’s choice, approved 's expense and by the Indemnified Indemnifying Party's own counsel, which approval shall not be unreasonably withheld) and the Indemnified Party may, at its election and expense, participate shall reasonably cooperate in (but not control) the defense of good faith in such Third-Party Claimdefense. If the Indemnifying Party does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control assumes the defense of any such Third-Party Claim, claim or legal proceeding as contemplated 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 12Section 9.06(a), the Indemnifying Party shall pay all costs incident select counsel reasonably acceptable to the Indemnified Party (such consent not to be unreasonably withheld, delayed or conditioned) to conduct the defense of such Third-Party Claimclaim or legal proceeding and shall have the right to take any action it deems necessary to avoid, including attorneys’ feesdispute, litigation and defend, appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that such costs and amounts are reasonable or make counterclaims with respect to the extent not incurred directly by the Indemnifying Party). If the any 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 reimburse the Indemnifying Party for all costs incident to the defense name and on behalf of such Third-Party Claim, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes assumes the defense of any Third-Party Claim, the Indemnified Party shall have the right, at its own cost and expense, to participate in the defense of any Third-Party Claim with counsel selected by it, subject to the Indemnifying Party's right to control the defense thereof. (iv) If the Indemnifying Party elects not to compromise or defend such Third-Party Claim or otherwise acknowledges its obligation fails to indemnify any of promptly notify the Indemnified Parties hereunder with respect theretoParty in writing of its election to defend as provided in this Agreement, the Indemnified Party and its Affiliates are not entitled may, subject to (and shall not) settle or release any Section 9.06(b), pay, compromise, defend such Third-Party Claims Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third-Party Claim. (v) Sellers and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third-Party Claim, including making available (subject to Section 6.12) records relating to such Third-Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the consent defending Party, management employees of the Indemnifying Party, which consent shall not non-defending Party as may be unreasonably withheldreasonably necessary for the preparation of the defense of such Third-Party Claim.

Third Party Claims. (i) Promptly after receipt Upon becoming aware of a claim or a possible claim by the a third party against an Indemnified Party of notice of, or otherwise acquiring knowledge of the assertion of, any third party claim (a “Third-Party Claim”) in respect of which the such Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from the Indemnifying Party may seek indemnity with respect thereto under this Article 12 (“Third-Party Claims”)Section 8.04, the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party.Indemnified (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 does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control assumes the defense of such Third-Party Claim, in a reasonable manner, the Indemnified Party shall reasonably cooperate (at the Indemnifying Party’s cost and (Bexpense) with the Indemnifying Party may participate in (but not control) the connection therewith, including by using reasonable efforts to furnish books and records, personnel and witnesses, as appropriate for any defense of such actionclaim, 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 be authorized to the defense consent to any settlement of, or entry of any judgment arising from, any such Third-Party Claim, including attorneys’ fees, litigation in its sole discretion and appeal expenses, settlement payments and amounts paid in satisfaction without the consent of judgments (provided, however, any Indemnified Party; provided that such costs settlement or judgment (i) does not involve any injunctive relief or finding or admission of any violation of Law or any admission of wrongdoing by any Indemnified Party, (ii) fully 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 finally releases the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnified Party shall reimburse the Indemnifying Party for all costs incident to the defense of completely in connection with such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent (iii) the Indemnifying Party shall pay or cause to be paid all amounts in such settlement or advanced the same (provided, however, that such costs and amounts are reasonable judgment subject to the extent not incurred directly by the Indemnified Party). Any payments required limitations of any Indemnifying Party or Indemnified Party hereunder shall be made promptly following receipt of written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimedthis Article VIII. (iii) If the Indemnifying Party undertakes does not assume the defense (whether by election, or because it is not entitled to do so), withdraws from the defense of a Third-Party Claim, or fails to prosecute, indemnify against or settle any Third-Party Claim, then the Indemnified Party shall (x) subject to following sentence of this Section 8.04, have the right to defend, contest, settle and compromise the claim with counsel of Indemnified Party’s choosing (and by doing so the Indemnifying Party shall not waive any right to indemnity therefor pursuant to this Agreement) and (y) shall cooperate in good faith and, upon the Indemnifying Party’s written request, keep the Indemnifying Party reasonably informed of material developments with respect to such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Claim. The Indemnified Party and its Affiliates are not entitled shall in no event settle (or consent to (and shall notthe settlement of) settle or release any such Third-Party Claims Claim without the prior written consent of the Indemnifying Party, which ; provided that the Indemnified Party may settle any Third-Party Claim without such consent if it first waives any right to indemnity under this Agreement with respect to all Losses related to such claim. Any non-compliance by the Indemnified Party with the terms and conditions of this Section 8.04 shall not be unreasonably withhelddeemed a waiver of such Indemnified Party’s right to indemnification hereunder solely to the extent the Indemnifying Party is actually prejudiced.

Third Party Claims. (i) 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 be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-Party Claims”), the The Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so ------------------ notify the Indemnifying Party will not relieve Parties of the existence of any claim, demand or other matter involving liabilities to third parties to which the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except to the extent, Parties' indemnification obligations could apply and only to the extent, that such failure has actually and materially prejudiced shall give the Indemnifying Party. (ii) The Indemnifying Party shall have Parties a reasonable opportunity to defend the right to assume the defense of any such Third-Party Claim (same at their expense and with counsel of the Indemnifying Party’s choice, their own selection (who shall be approved by the Indemnified Party, which approval shall not be unreasonably withheldwithheld unreasonably); provided, -------- however, that (i) and the Indemnified Party may, shall at all times also have the right to fully participate in the defense at its election and own expense, participate in and (but not controlii) the defense failure to so notify the Indemnifying Parties shall not relieve the Indemnifying Parties from any liabilities that they may have hereunder or otherwise, except to the extent that such failure so to notify the Indemnifying Parties materially prejudices the rights of such Third-Party Claimthe Indemnifying Parties. If the Indemnifying Party does not so assume the defense in Parties shall, within a timely mannerreasonable time after said notice, (A) fail to defend, the Indemnified Party may assume and control shall have the right, but not the obligation, to undertake the defense of such Third-Party Claim, in a reasonable mannerof, and (B) to compromise or settle the claim or other matter on behalf, for the account and at the risk and expense of the Indemnifying Party may participate in (but Parties. The Indemnifying Parties shall not control) compromise or settle the defense claim or other matter for any consideration other than the payment of such action, at its election and expensemoney without the prior written consent of the Indemnified Parties. The Indemnified Party Parties shall make available all information 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, assistance that 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 (Parties may reasonably request; provided, however, that such costs and amounts are reasonable to the extent not incurred directly any associated expenses shall be paid 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 reimburse the Indemnifying Party for 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, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimedParties as incurred. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (i) Promptly after receipt by Except with respect to the ▇▇▇▇▇▇▇▇ Claim as described in Section 7.3(c), all claims for indemnification made under this Agreement resulting from, related to or arising out of a third-party claim against an Indemnified Party of notice of, or otherwise acquiring knowledge of (a “Third Party Claim”) shall be made in accordance with the assertion of, any third party claim in respect of which the Indemnified Party reasonably believes it is reasonably likely to be following procedures. A person entitled to indemnification from the Indemnifying Party under this Article 12 ARTICLE VII (an “Third-Indemnified Party”) with respect to a Third Party Claims”), the Indemnified Party Claim shall promptly give notice thereof in writing prompt written notification to the person from whom indemnification is sought (the “Indemnifying Party”) of the commencement of any action, specifying in reasonable detail suit or proceeding relating to a third-party claim for which indemnification may be sought or, if earlier, upon the information then available regarding the amount and nature assertion of Losses with respect theretoany such claim by a third party; provided, however, provided that the failure to so notify the Indemnifying Party will promptly shall not relieve the Indemnifying Party from any liability of its or his liabilities hereunder except to the extent such failure shall have harmed or prejudiced the Indemnifying Party. Within thirty (30) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit, proceeding or claim with counsel reasonably satisfactory to the Indemnified Party; provided that the Indemnifying Party shall only be permitted to assume such defense so long as (i) such Third Party Claim involves only monetary damages and does not seek an injunction or other equitable relief (and does not involve criminal or quasi criminal allegations or a claim to which the Indemnified Party reasonably believes an adverse determination would be detrimental to or injure the Indemnified Party’s reputation or future business prospects), (ii) the aggregate amount claimed pursuant to such Third Party Claim does not exceed two times (2X) the then-remaining amount of the General Cap, (iii) the Indemnifying Party and the Indemnified Party do not have conflicting interests with respect to such Third-Party Claimaction, except to the extentsuit, proceeding or claim and only to the extent, that such failure has actually and materially prejudiced (iv) the Indemnifying Party. (ii) The Indemnifying Party shall have the right to assume conducts the defense of any such Third-the Third Party Claim (with counsel of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheld) actively and the Indemnified Party may, at its election and expense, participate in (but not control) the defense of such Third-Party Claimdiligently. If the Indemnifying Party does not so assume control of such defense, the Indemnified Party shall control such defense. The Party not controlling such defense in a timely mannermay participate therein at its own expense; provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, (A) based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnified Party may immediately assume and control of the defense (to the extent permitted by judge or arbitrator) and the reasonable fees and expenses of such Third-counsel to the Indemnified Party Claimsolely in connection therewith shall be considered “Damages” for purposes of this Agreement; provided, however, that in a reasonable manner, and (B) no event shall the Indemnifying Party may participate in (but not control) be responsible for the fees and expenses of more than one counsel for all Indemnified Parties. The Party controlling such defense shall keep the other Party advised of the status of such action, at its election suit, proceeding or claim and expensethe defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Indemnifying Party and its Affiliates shall cooperate in good faith with respect not agree to the defense or handling any settlement of such Third-Party Claims. If action, suit, proceeding or claim that (i) provides for any relief other than the Third-Party Claim is, in fact, a Third-Party Claim payment of monetary damages or that provides for the payment of monetary damages as to which the Indemnified Party is entitled to will not be indemnified against under this Article 12in full pursuant to Section 7.1 or 7.2, as applicable, (ii) does not include a complete release of the Indemnified Party from all Liability with respect to such claim with prejudice, or (iii) that imposes any liability or obligation on the Indemnified Party, without the prior written consent of the Indemnified Party. If the Indemnified Party assumes the defense of any action, suit, proceeding or claim which the Indemnifying Party is not entitled to assume pursuant to this Section 7.3(a) (other than the ▇▇▇▇▇▇▇▇ Claim), such Indemnified Party shall pay all costs incident not be entitled to agree to any settlement of any such action, suit, proceeding or claim that imposes any liability or obligation on Sellers, without the defense prior written consent of such Third-Party ClaimSellers, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, not to be unreasonably withheld or delayed. In the event 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 consent is entitled to be indemnified against under this Article 12unreasonably withheld or delayed, the Indemnified Party may settle such action, suit, proceeding or claim in a manner that would impose a liability on Sellers, provided that the liability with respect to such settlement shall reimburse the Indemnifying Party for all costs incident be subject to the defense of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid limitations set forth in satisfaction of judgments, Section 7.5 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimedapplicable. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. The following provisions shall apply to any Claim for Losses subject to indemnification under this Agreement that is a Proceeding filed or instituted by, or the making of any Claim or demand by, any third party, including any Governmental Authority (a "Third Party Claim"): (i) Promptly after receipt The Indemnified Party or Parties shall give the Indemnifying Party or Parties prompt written notice of the Third Party Claim (the "Third Party Claim Notice"), specifying the factual basis of the Third Party Claim in reasonable detail to the extent then known by the Indemnified Party. If such Losses are final and liquidated, the Third Party Claim Notice shall so state and such amount shall be deemed the amount of the Third Party Claim of the Indemnified Party. If such Losses are not final and adjudicated, the Third Party Claim Notice shall so state and in such event, a Third Party Claim shall be deemed asserted against the Indemnifying Party by the Indemnified Party of notice of, or otherwise acquiring knowledge of in the assertion of, any third party claim amount specified in respect of which the Indemnified Third Party reasonably believes it is reasonably likely Claim Notice. Failure to be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-Party Claims”), the Indemnified Party shall promptly give notice thereof in writing to the Third Party Claim Notice shall not affect the Indemnifying Party's duties or obligations under this Section 11, specifying in reasonable detail to the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure to so notify extent it does not materially adversely affect the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect Party's ability to defend such Third-Party Claim, except to the extent, and then only to the extent, that extent of such failure has actually and materially prejudiced the Indemnifying Partyadverse effect. (ii) The Within 30 days after the Third Party Claim Notice is received from the Indemnified Party, or such shorter period as is required to avoid prejudice in any Claim, suit or Proceeding, the Indemnifying Party shall have the right to assume and thereafter conduct the defense of any such Third-the Third Party Claim (with counsel of its choice reasonably satisfactory to the Indemnified Party. If the Indemnifying Party’s choiceParty has assumed the defense of the Third Party Claim as provided herein, approved the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense of the Third Party Claim; provided, however, that if the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third Party Claim, the Indemnified Party may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs and expenses actually paid or incurred in connection with such defense. The Indemnifying Party or the Indemnified Party, which approval shall not be unreasonably withheld) and as the Indemnified Party maycase may be, at its election and expense, has the right to participate in (but not control) ), at its own expense, the defense of such Third-any Third Party ClaimClaim which the other is defending as provided herein. If the The Indemnifying Party does not so assume the defense in a timely mannerParty, (A) the Indemnified Party may assume and control if it has assumed the defense of such Third-any Third Party Claim, in a reasonable manner, and (B) the Indemnifying Party may participate in (but not control) must conduct the defense of such actionthe Third Party Claim actively and diligently thereafter in order to preserve its rights and may not, at its election and expense. The without the prior written consent of the Indemnified Party and its Affiliates shall cooperate in good faith Party, consent to the entry of any judgment or enter into any settlement with respect to the defense or handling of such Third-Party Claims. If the Third-Third Party Claim is, in fact, a Third-Party Claim that (i) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to which the Indemnified Party is entitled to be indemnified against under this Article 12, the Indemnifying Party shall pay a complete release from all costs incident to the defense Liability in respect of such Third-Third Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction (ii) grants any injunctive or equitable relief or (iii) may reasonably be expected to have an adverse effect on the business 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 reimburse the Indemnifying Party for 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, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (i) Promptly after receipt by In the event any Indemnified Party becomes aware of notice of, or otherwise acquiring knowledge of the assertion of, any a Claim by a third party claim in respect of which the Indemnified Party reasonably believes it is reasonably likely to be entitled to indemnification from the Indemnifying Party under this Article 12 (a “Third-Party ClaimsClaim”)) for which such Indemnified Party intends to seek indemnification pursuant to this Article 7, the such Indemnified Party shall promptly give notice thereof in writing provide written notification (a “Third-Party Claim Notice”) to the Indemnifying Party (which if the Indemnified Party is a Purchaser Indemnified Party, such Third-Party Claim Notice shall be sent to Sellers) of such claim specifying in reasonable detail the information then available regarding nature of such Third-Party Claim and the amount or estimated amount thereof, together with copies of all notices and nature of Losses with respect theretodocuments (including court papers) served on or received by such Indemnified Party; provided, however, that the failure to so notify promptly provide such notice shall not affect the rights of such Indemnified Parties to indemnification pursuant to this Article 7, except to the extent that the Indemnifying Party will not relieve shall have been prejudiced thereby. The Indemnifying Party shall have the right, upon delivery of written notice to the Indemnified Party within twenty (20) days after receipt of the Third-Party Claim Notice, to assume the entire control of the defense, compromise or settlement of such claim or demand (including the selection of counsel), subject to the right of the Indemnified Party to participate (with counsel of its choice, at the Indemnified Party’s sole expense); provided, however, that the Indemnifying Party from shall not be entitled to control, and the Indemnified Party will be entitled to have sole control over, the defense, compromise or settlement of any liability hereunder Third-Party Claim (and the cost thereof and any Losses with respect to such Third-Party Claim, except Claim shall constitute an amount for which the Indemnified Party is entitled to indemnification hereunder) if (i) the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall have the right to assume the defense of any such Third-Party Claim involves a criminal proceeding, action, indictment, allegation or investigation, (with counsel ii) the Indemnified Party is a Purchaser Indemnified Party, the aggregate amount of the Third-Party Claim exceeds the maximum amount for which the Indemnified Party may recover from the Indemnifying Party’s choiceParty pursuant to this Article 7 in light of the limitations on indemnification contained in this Article 7, approved by (iii) the Third-Party Claim primarily seeks equitable relief against the Indemnified Party, which approval shall not be unreasonably withheld) and the Indemnified Party may, at its election and expense, participate in (but not controliv) the defense of such Third-Party ClaimClaim by the Indemnifying Party would reasonably be expected to adversely affect the Indemnified Party’s or an Acquired Entity’s relationship with any of its clients or suppliers party to any Material Contract, or (v) the Third-Party Claim presents a conflict of interest between the Indemnified Party and the Indemnifying Party and the Indemnified Party reasonably determines upon the advice of counsel that representation of both parties by the same counsel would be prohibited by applicable codes of professional conduct. An Indemnifying Party may not, without the prior written consent of the Indemnified Party (and such consent will not be unreasonably withheld, conditioned, or delayed), settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder and with respect to which the defense thereof was assumed by the Indemnifying Party in accordance with the terms of this Agreement, unless such settlement, compromise or consent (x) includes an unconditional release of the Indemnified Party from all liability arising out of such claim, (y) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnified Party, and (z) does not contain any equitable order, judgment or term that in any manner affects, restrains or interferes with the business of the Indemnified Party or any of the Indemnified Party’s Affiliates. If the Indemnified Party controls any Third-Party Claim or if the Indemnifying Party does not so assume the defense within twenty (20) days after receipt of the Third-Party Claim Notice (or ceases in a timely mannergood faith to continue and prosecute the defense), (A) then the Indemnified Party may assume and shall have the right to the entire control of the defense defense, compromise or settlement of such Third-Party ClaimClaim (including the selection of counsel), in a reasonable manner, and (B) subject to the right of the Indemnifying Party may to participate in (but not control) the defense with counsel of such actionits choice, at its election and the Indemnifying Party’s expense). The Indemnified Party and its Affiliates shall cooperate in good faith with respect to In the defense or handling of such Third-Party Claims. If the Third-Party Claim is, in fact, a Third-Party Claim to which event the Indemnified Party is entitled to be indemnified against under this Article 12, in control of the Indemnifying Party shall pay all costs incident to the prosecution or defense of such a 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 reimburse not, except with the Indemnifying Party for 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, 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 prior written demand therefor, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall will not be unreasonably withheld, conditioned or delayed, consent to a settlement, compromise or discharge of, or the entry of any judgment arising from, any Third-Party Claim. The party hereto that is not conducting the defense shall provide the party conducting the defense and its counsel with reasonable access during normal business hours to such party’s records and personnel relating to any Third-Party Claim and shall otherwise reasonably cooperate with the party conducting the defense in the defense or settlement thereof. Notwithstanding anything to the contrary, the rights of an Indemnifying Party under this Section 7.3(d) with respect to a Third-Party Claim shall not apply if, pursuant to Section 7.3, direct recourse against Sellers is not available.

Third Party Claims. (ia) Promptly after receipt by In the event that an Indemnified Party becomes aware of notice of, or otherwise acquiring knowledge of the assertion of, any third a third-party claim in respect of which (a “Third-Party Claim”) that the Indemnified Party reasonably believes it is reasonably likely may result in a demand for indemnification pursuant to be entitled to indemnification from this Article VIII, the Indemnified Party shall promptly notify the Indemnifying Party under this Article 12 (“of such claim stating in reasonable detail the nature and basis of such Third-Party ClaimsClaim and the dollar amount of such Third-Party Claim, to the extent known (a “Claim Notice”); provided, however, that no delay or failure on the part of an Indemnified Party in delivering any Claim Notice shall relieve the Indemnifying from any liability hereunder except and to the extent the Indemnifying Party have been actually prejudiced by such delay or failure. (b) The Indemnifying Party may, at its election, undertake and conduct the defense of such Third-Party Claim upon written notice of such election to the Indemnified Party within thirty (30) days after delivery of the Claim Notice; provided that, the Indemnifying Party shall use all reasonable efforts to defend such claim and shall consult with the Indemnified Party regarding the strategy for defense of such claim, including with respect to the Indemnifying Party’s choice of legal counsel; and provided further that, if the Third-Party Claim consists of an action brought against or with respect to the Indemnified Party asserting Losses as a result of facts or allegations which, if true, would reasonably be expected to result in a breach of any representation or warranty contained in Section 3.10, the Indemnified Party shall be entitled, by giving written notice to the Indemnifying Party, to elect to jointly assume and control the defense of such Third-Party Claim with the Indemnifying Party, with each of the Indemnified Party and Indemnifying Party bearing one-half of the expense of such defense and through counsel jointly selected by the Indemnified Party and the Indemnifying Party. If the Indemnifying Party elects to undertake any such defense (other than a joint defense as described above), the Indemnified Party shall promptly give notice thereof in writing be entitled to participate in, but not to determine or conduct, the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature defense of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim, except unless such participation would affect any privilege of the Indemnifying Party in respect of such Third-Party Claim. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in such defense and make available to the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. , at the Indemnifying Party’s expense, all witnesses, pertinent records, materials, and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto (iior in the possession or control of any of its Affiliates or its or their representatives) The as is reasonably requested by the Indemnifying Party shall have or its counsel. If the right Indemnifying Party elects to assume direct the defense of any Third-Party Claim pursuant to this Section 8.6, the Indemnified Party shall not pay or approve the payment of any part of such Third-Party Claim unless the Indemnifying Party consents in writing to such payment (such consent not to be unreasonably withheld, conditioned or delayed) or unless the Indemnifying Party withdraws from or is replaced with counsel respect to the defense of such Third-Party Claim or unless a final judgment from which no appeal may be taken by or on behalf of the Indemnifying Party’s choice, approved by the Indemnified Party, which approval shall not be unreasonably withheld) and Party is entered against the Indemnified Party may, at its election and expense, participate in (but not control) the defense of for such Third-Party Claim. If the Indemnifying Party has elected to direct and is directing the defense of any Third-Party Claim pursuant to this Section 8.6, the Indemnified Party shall not forgo any appeal or admit any liability with respect to, or settle, compromise, or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). The Indemnifying Party shall have the right to settle any Third-Party Claim for which it is conducting the defense and for which it obtains a complete and unconditional release of the Indemnified Party in respect of such Third-Party Claim (and which compromise, settlement agreement or consent decree does not so impose injunctive or other equitable relief against the Indemnified Party or a finding or admission of any violation of applicable Law or violation of the rights of any Person by the Indemnified Party) or to which settlement the Indemnified Party consents in writing, such consent not to be unreasonably withheld, conditioned, or delayed. (c) Notwithstanding the foregoing, in the event that (i) the control of the defense by the Indemnifying Party would be inappropriate due to a conflict of interest or because the Indemnified Party has been advised by counsel that in such counsel’s opinion it has claims or defenses that are unavailable to the Indemnifying Party, (ii) such Third-Party Claim (or the facts or allegations related to such Third-Party Claim) involves criminal allegations or seeks equitable or injunctive relief, or (iii) the Indemnifying Party fails at any time to conduct the defense of such proceeding, claim or demand in a reasonably active and diligent manner, then the Indemnified Party shall have the right to assume the control of such defense. Until the Indemnifying Party assumes the defense in a timely mannerof any such Third-Party Claim, (A) the Indemnified Party may assume defend against such Third-Party Claim in any manner the Indemnified Party reasonably deems appropriate at the cost and expense of the Indemnifying Party if the Indemnifying Party is liable for indemnification hereunder. (d) The party controlling the defense of a Third-Party Claim (the “Controlling Party”) shall (i) keep the other party (the “Non-controlling Party”) advised of the status of such claim and the defense thereof (including all material developments and events relating thereto) and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto and (ii) make available to the Non-controlling Party any documents or materials in its possession or control that may be necessary to understand the defense of such claim (subject to protection of the attorney-client privilege). If requested by the Controlling Party, the Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third-Party Claim (including copies of any summons, complaints or other pleadings which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise reasonably cooperate with and assist the Controlling Party in the defense of such 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 reimburse the Indemnifying Party for 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, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (i) 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 be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-Party Claims”), the The Indemnified Party shall promptly give notice thereof in writing to notify ------------------ the Indemnifying PartyParties of the existence of any claim, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure demand or other matter involving liabilities to so notify third parties to which the Indemnifying Party will not relieve Parties' indemnification obligations could apply and shall give the Indemnifying Party from any liability hereunder with respect Parties a reasonable opportunity to such Third-Party Claim, except to defend the extent, same at their expense and only to the extent, that such failure has actually and 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, their own selection (who shall be 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 does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such 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 (withheld unreasonably); provided, however, that (i) the Indemnified Party shall at all times also have the right to fully participate in the defense at its own expense, (ii) if, in the reasonable judgment of the Indemnified Party, based upon the written advice of counsel, a conflict of interest may exist between the Indemnified Party and any of the Indemnifying Parties, the Indemnifying Parties shall not have the right to assume such costs defense on behalf of such Indemnified Party and amounts are reasonable (iii) the failure to so notify the Indemnifying Parties shall not relieve the Indemnifying Parties from any liabilities that they may have hereunder or otherwise, except to the extent not incurred directly by that such failure so to notify the Indemnifying Party)Parties materially prejudices the rights of the Indemnifying Parties. If the Third-Party Claim isIndemnifying Parties shall, in factwithin a reasonable time after said notice, not a Third-Party Claim fail to which the Indemnified Party is entitled to be indemnified against under this Article 12defend, the Indemnified Party shall reimburse have the right, but not the obligation, to undertake the defense of, and to compromise or settle the claim or other matter on behalf, for the account and at the risk and expense of the Indemnifying Party for all costs incident to Parties. The Indemnifying Parties shall not compromise or settle the defense claim or other matter without the prior written consent of such Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent Indemnified Parties. If the claim is one that cannot by its nature be defended solely by the Indemnifying Party paid or advanced Parties, the same (Indemnified Parties shall make available all information and assistance that the Indemnifying Parties may reasonably request; provided, however, that such costs and amounts are reasonable to the extent not incurred directly any associated expenses shall be paid 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimedParties as incurred. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (i) 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 be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-Party Claims”), the The Indemnified Party shall promptly give notice thereof in writing to notify ------------------ the Indemnifying PartyParties of the existence of any claim, specifying in reasonable detail the information then available regarding the amount and nature of Losses with respect thereto; provided, however, that the failure demand or other matter involving liabilities to so notify third parties to which the Indemnifying Party will not relieve Parties' indemnification obligations could apply and shall give the Indemnifying Party from any liability hereunder with respect Parties a reasonable opportunity to such Third-Party Claim, except to defend the extent, same at their expense and only to the extent, that such failure has actually and 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, their own selection (who shall be 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 does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such 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 (withheld unreasonably); provided, however, that such costs (i) the -------- Indemnified Party shall at all times also have the right to fully participate in the defense at its own expense, and amounts are reasonable (ii) the failure to so notify the Indemnifying Parties shall not relieve the Indemnifying Parties from any liabilities that they may have hereunder or otherwise, except to the extent not incurred directly by that such failure so to notify the Indemnifying Party)Parties materially prejudices the rights of the Indemnifying Parties. If the Third-Party Claim isIndemnifying Parties shall, in factwithin a reasonable time after said notice, not a Third-Party Claim fail to which the Indemnified Party is entitled to be indemnified against under this Article 12defend, the Indemnified Party shall reimburse have the right, but not the obligation, to undertake the defense of, and to compromise or settle the claim or other matter on behalf, for the account and at the risk and expense of the Indemnifying Party Parties. The Indemnifying Parties shall not compromise or settle the claim or other matter for any consideration other than the payment of money without the prior written consent of the Indemnified Parties. The Indemnified Parties shall make available all costs incident to the defense of such Third-Party Claim, including attorneys’ fees, litigation information and appeal expenses, settlement payments and amounts paid in satisfaction of judgments, to the extent assistance that the Indemnifying Party paid or advanced the same (Parties may reasonably request; provided, however, that such costs and amounts are reasonable to the extent not incurred directly any -------- associated expenses shall be paid 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimedParties as incurred. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (ia) Promptly after receipt by the In order for a party hereto eligible to be indemnified hereunder (an "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 Party") to be entitled to any indemnification from provided for under this Agreement in respect of, arising out of or involving a claim or demand made by any person or entity against the Indemnified Party (a "Third Party Claim"), such Indemnified Party must notify the parties obligated to provide indemnification pursuant to Section 12.1, 12.2, or 12.3 hereof (each, an "Indemnifying Party") in writing, and in reasonable detail, of the Third Party Claim within 30 business days after receipt by such Indemnified Party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party under this Article 12 (“Third-Party Claims”)shall have been actually prejudiced as a result of such failure. Such notice shall state the nature and the basis of such claim and a reasonable estimate of the amount thereof. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five business days after the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. To the extent that the Indemnifying Party has actually paid any amount to the Indemnified Party in respect of any Loss in connection with such Third Party Claim, the Indemnifying Party shall have a right of subrogation with respect to such Third Party Claim to the extent of such payment. (b) The Indemnifying Party shall have right to defend and settle, at its own expense and by its own counsel (provided that such counsel is not reasonably objected to by the Indemnified Party, and provided further, that the selection for these purposes of Thac▇▇▇ ▇▇▇▇▇▇▇▇ & ▇ood, ▇▇sent any actual or reasonably likely conflict of interest with respect to parties or defenses, shall not be objected to by UniCapital), any Third Party Claim as the Indemnifying Party pursues the same in good faith and diligently and so long as the Third Party Claim does not relate to an actual or potential Loss to which Section 12.4(e) applies in which the Indemnified Party is UniCapital, Newco or the Surviving Corporation. If the Indemnifying Party undertakes to defend or settle, it shall promptly give notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in the defense thereof and in any settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records or information reasonably requested by the Indemnifying Party that are in the Indemnified Party's possession or control. Notwithstanding the foregoing, the Indemnified Party shall have the right to participate in any matter through counsel of its own choosing at its own expense (unless there is a conflict of interest that prevents counsel for the Indemnifying Party from representing the Indemnified Party, in which case the Indemnifying Party will reimburse the Indemnified Party for the expenses of its counsel). After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability, except to the extent such participation is requested by the Indemnifying Party, in which event the Indemnified Party shall be reimbursed by the Indemnifying Party for reasonable additional legal expenses and out-of-pocket expenses, and except in the case of a Third Party Claim relating to an actual or potential Loss to which Section 12.4(e) applies in which the Indemnified Party is UniCapital, Newco or the Surviving Corporation. (c) No Indemnifying Party shall, in the defense of any Third Party Claim, consent to entry of any judgment (other than a judgment of dismissal on the merits without costs) or enter into any settlement, except with the written consent of the Indemnified Party, which does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect of such claim or matter. (d) If the Indemnifying Party does not assume the defense of any Third Party Claim, then the Indemnified Party may defend against such Third Party Claim in such manner as it deems appropriate at the expense of the Indemnifying Party. (e) Notwithstanding anything to the contrary in this Article 12, if at any time, in the reasonable opinion of UniCapital, Newco or the Surviving Corporation as the Indemnified Party (notice thereof of which opinion shall be given in writing to the Indemnifying Party), specifying in reasonable detail any Third Party Claim seeks material prospective relief which could have a material adverse effect on any such Indemnified Party or any subsidiary, then such Indemnified Party shall have the information then available regarding right to control or assume (as the case may be) the defense of any such Third Party Claim and the amount of any judgment or settlement and nature the reasonable costs and expenses of Losses with respect defense (including, but not limited to, fees and disbursements of counsel and experts, as well as any sampling, testing, investigation, removal, treatment or remediation undertaken by UniCapital, Newco or the Surviving Corporation and all counseling or engineering fees and expenses related thereto; provided, however, that ) shall be included as part of the failure to so notify indemnification obligations of the Indemnifying Party will not relieve hereunder. If the Indemnifying Indemnified Party from any liability hereunder with respect elects to exercise such Third-Party Claimright, except to then the extent, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall have the right to assume participate in, but not control, the defense of any such Third-Third Party Claim (with counsel at the sole cost and expense 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 does not so assume the defense in a timely manner, (A) the Indemnified Party may assume and control the defense of such 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 reimburse the Indemnifying Party for 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, 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such Third-Party Claims without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Third Party Claims. (ia) Promptly following the receipt of notice of a Third-Party Claim, the party receiving the notice of the Third-Party Claim will notify, in writing, Seller Representative, in the event that such party receiving notice is a Purchaser Indemnitee entitled to indemnification pursuant to Section 9.2, or Purchaser Representative, in the event that such party receiving notice is a Seller Indemnitee entitled to indemnification pursuant to Section 9.3, of its existence setting forth with reasonable specificity the facts and circumstances of which such party has received notice and, if the party giving such notice is an Indemnified Party, specifying the basis hereunder upon which the Indemnified Party’s claim for indemnification is asserted and describing such Damages, the amount thereof, if known, or a good faith estimate of the amount, and the method of computation of such Damages, all with reasonable specificity. The notice will be accompanied by copies of all documents and information relevant to the Third-Party Claim and in the Indemnified Party’s possession. (b) Subject to Section 9.7(d), the Indemnifying Party will have the right to conduct and control, through counsel of its choosing, the defense, compromise and settlement of any Third-Party Claim as to which indemnification is sought by any Indemnified Party from any Indemnifying Party hereunder. The Indemnifying Party will notify the Indemnified Party in writing, as promptly as possible (but in any case before the due date for the answer or response to the Third-Party Claim) after receipt of the notice of Third-Party Claim given 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 be entitled to indemnification from the Indemnifying Party under this Article 12 (“Third-Party Claims”), Section 9.7(a) of its election to assume the Indemnified Party shall promptly give notice thereof in writing to the Indemnifying Party, specifying in reasonable detail the information then available regarding the amount and nature defense of Losses with respect thereto; provided, however, that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability hereunder with respect to such Third-Party Claim. The Indemnified Party may participate, except to the extentthrough counsel chosen by it and at its own expense, and only to the extent, that such failure has actually and materially prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall have the right to assume in the defense of any such Third-Party Claim as to which the Indemnifying Party has so elected to conduct and control the defense thereof. The Indemnified Party will cooperate in connection with the defense, compromise or settlement of any Third-Party Claim pursuant to this Section 9.7 and will furnish such records, information and testimony and attend such conferences, discovery, hearings, trials and appeals as may be reasonably requested by the Indemnifying Party in connection therewith. (with counsel c) The Indemnifying Party will give the Indemnified Party written notice of the Indemnifying Party’s choice, approved by intention to settle any Third-Party Claim at least ten (10) days prior to 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 settlement of any such Third-Party Claim. If the The Indemnifying Party does will not so assume settle or compromise such claim or demand without the defense in a timely mannerprior written consent of the Indemnified Party, (A) which will not be unreasonably withheld, conditioned or delayed, unless the Indemnified Party may assume is given a full and control complete release of any and all Liability by all relevant parties to such claim or demand or the defense of such damages payable and other obligations under the settlement are limited to monetary payments. Notwithstanding the foregoing to the contrary, the Indemnified Party will have the right to pay, settle or compromise any Third-Party Claim, ; provided that in a reasonable manner, and (B) such event the Indemnified Party will waive any right to indemnity therefor hereunder unless the Indemnifying Party may participate has consented to such settlement or compromise. (d) Notwithstanding anything in (but not controlSection 9.7(b) to the defense of such actioncontrary, at its election and expense. The the Indemnified Party will have the right to conduct and control, through counsel of its Affiliates shall cooperate in good faith with respect to choosing, the defense or handling defense, compromise and settlement of such any Third-Party ClaimsClaim that seeks as the sole remedy an injunction or other equitable relief against the Indemnified Party. If Additionally, the Indemnifying Party will lose its right to contest, defend, litigate and settle the Third-Party Claim is, in fact, if it fails to accept 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 tender of the defense of such the Third-Party Claim, including attorneys’ fees, litigation and appeal expenses, settlement payments and amounts paid in satisfaction of judgments (provided, however, that . In 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 12event, the Indemnified Party shall reimburse will have the Indemnifying Party for all costs incident right to conduct and control, through counsel of its choosing, the defense of such Third-Party Claimdefense, including attorneys’ fees, litigation and appeal expenses, compromise or 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, accompanied by documentation reasonably substantiating the costs and amounts therein claimed. (iii) If the Indemnifying Party undertakes the defense of any such Third-Party Claim or otherwise acknowledges its obligation Claim; provided, however, that at least ten (10) days prior to indemnify any of the Indemnified Parties hereunder with respect thereto, the Indemnified Party and its Affiliates are not entitled to (and shall not) settle or release any such settlement, written notice of its intention to settle is given to the Indemnifying Party. Whether or not Seller Representative (on behalf of Sellers) has assumed the defense of a Third-Party Claims Claim, no Indemnified Party will admit any liability with respect to, or settle, compromise, or discharge, any Third-Party Claim without the prior written consent of Seller Representative. (e) If an Indemnifying Party makes an indemnification payment to an Indemnified Party with respect to any Damages, then such Indemnifying Party will be subrogated, to the extent of such payment, to all related rights and remedies of such Indemnified Party under any insurance policy, except with respect to amounts not yet recovered by such Indemnified Party (or such other Person entitled to indemnification hereunder) under any such insurance policy that already have been netted against such Damages for purposes of determining the indemnifiable amount of such Damages. Promptly following such Indemnifying Party’s request, such Indemnified Party will take all reasonably necessary, proper or desirable actions (including the execution and delivery of any document reasonably requested) to accomplish the foregoing. (f) Notwithstanding anything to the contrary contained herein, if Sellers are the Indemnifying PartyParties, which consent satisfaction of any Damages pursuant to this Article IX shall be effectuated as follows: (i) first, in respect of any claim pursuant to Section 9.2, from the Escrow Amount until the Escrow Amount is equal to zero ($0); and (ii) then, to the extent such Damages are not satisfied by clause (i) above by wire transfer of immediately available funds from Sellers to the applicable Indemnified Party within fifteen (15) Business Days of the final determination thereof. (g) Notwithstanding anything to the contrary contained herein, if Purchasers are the Indemnifying Parties, satisfaction of any Damages pursuant to this Article IX shall be unreasonably withheldeffected by wire transfer of immediately available funds from Purchasers to the applicable Indemnified Party within fifteen (15) Business Days of the final determination thereof. (h) Notwithstanding any provision of this Section 9.7 to the contrary, any Third-Party Claim relating to Taxes will be subject to the provisions of Article X.