Common use of Third Party Claims Clause in Contracts

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

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

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

Third Party Claims. With The obligation of an indemnifying party to ------------------ indemnify another party to this Agreement under the provisions of this Article with respect to third party claimsclaims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, if within twenty (20fines and assessments) days after receiving shall be subject to the notice described in clause following terms and conditions: (a) above the indemnifying The indemnified party gives (i) shall give prompt written notice to the indemnifying party of any assertion of liability by a third party which might give rise to a claim for indemnification, which notice shall state the nature and basis of the assertion and the amount thereof, to the extent known, provided, however, that no delay on the part of the indemnified party stating that in giving notice shall relieve the indemnifying party of any obligation to indemnify unless (Aand then solely to the extent that) it would the indemnifying party is prejudiced by such delay. (b) If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be liable under defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions hereof for indemnity in of the amount previous subsection of this Article, until the indemnifying party shall have assumed the defense of any such claim Legal Action, the defense shall be handled by the indemnified party. Furthermore, (i) if such claim were successful and (B) the indemnified party shall have reasonably concluded that it disputes and intends there are likely to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance be defenses available to the indemnified party that such claim are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be promptly paid in full if requiredmaterially adverse to the best interests of its continuing business, then counsel for the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be selected handled by the indemnified party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheldi) and the indemnified party shall not have the right to be required to make any payment with respect to such claimrepresented by advisory counsel and accountants, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by (ii) the indemnifying party shall relate solely keep the indemnified party fully informed as to the claimstatus of such Legal Action at all stages thereof, liability whether or expense that not the indemnified party is subject or potentially subject to indemnification. The represented by its own counsel, (iii) the indemnifying party shall have make available to the rightindemnified party, with and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party shall not make any settlement of any claim without the written consent of the indemnified party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to settle all indemnifiable matters related withhold consent to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify a settlement involving injunctive or other equitable relief against the indemnified party therefor will be fully satisfied. The indemnifying party shall keep or its assets, employees or business, or relief which the indemnified party apprised of the status of the claim, liability reasonably believes could establish a custom or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties precedent which will be adverse to the action or proceeding include both the indemnifying party and the indemnified party and representation best interests of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defensecontinuing business.

Third Party Claims. With The obligation of an indemnifying party to ------------------ indemnify another party to this Agreement under the provisions of this Article with respect to third party claimsclaims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, if within twenty (20fines and assessments) days after receiving shall be subject to the notice described in clause following terms and conditions: (a) above the indemnifying The indemnified party gives (i) shall give prompt written notice to the indemnifying party of any assertion of liability by a third party which might give rise to a claim for indemnification, which notice shall state the nature and basis of the assertion and the amount thereof, to the extent known, provided, however, that no delay on the part of the indemnified party stating that in giving notice shall relieve the indemnifying party of any obligation to indemnify unless (Aand then solely to the extent that) it would the indemnifying party is prejudiced by such delay. (b) If any action, suit or proceeding (a "Legal Action") is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be liable under defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall reasonably deem appropriate. (c) Notwithstanding the provisions hereof for indemnity in of the amount previous subsection of this Article, until the indemnifying party shall have assumed the defense of any such claim Legal Action, the defense shall be handled by the indemnified party. Furthermore, (i) if such claim were successful and (B) the indemnified party shall have reasonably concluded that it disputes and intends there are likely to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance be defenses available to the indemnified party that such claim are different from or in addition to those available to the indemnifying party; (ii) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (iii if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (iv) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent which will be promptly paid in full if requiredmaterially adverse to the best interests of its continuing business, then counsel for the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be selected handled by the indemnified party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheldi) and the indemnified party shall not have the right to be required to make any payment with respect to such claimrepresented by advisory counsel and accountants, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by (ii) the indemnifying party shall relate solely keep the indemnified party fully informed as to the claimstatus of such Legal Action at all stages thereof, liability whether or expense that not the indemnified party is subject or potentially subject to indemnification. The represented by its own counsel, (iii) the indemnifying party shall have make available to the rightindemnified party, with and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action and (iv) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party shall not make any settlement of any claim without the written consent of the indemnified party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to settle all indemnifiable matters related withhold consent to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify a settlement involving injunctive or other equitable relief against the indemnified party therefor will be fully satisfied. The indemnifying party shall keep or its assets, employees or business, or relief which the indemnified party apprised of the status of the claim, liability reasonably believes could establish a custom or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties precedent which will be adverse to the action or proceeding include both the indemnifying party and the indemnified party and representation best interests of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defensecontinuing business.

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

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

Third Party Claims. With respect to If a claim by a third party claimsis made against any party or parties hereto and the party or parties against whom said claim is made intends to seek indemnification with respect thereto under Subsections 4.1 or 4.2, if within twenty (20) days after receiving the notice described in clause (a) above party or parties seeking such indemnification shall promptly notify the indemnifying party gives (i) or parties, in writing, of such claim; provided, however, that the failure to give such notice shall not affect the rights of the indemnified party or parties hereunder except to the extent that such failure materially and adversely affects the indemnifying party or parties due to the inability to timely defend such action. The indemnifying party or parties shall have 10 business days after said notice is given to elect, by written notice given to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount or parties, to undertake, conduct and control, through counsel of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its their own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party choosing (subject to the consent of the indemnified party which or parties, such consent shall not to be unreasonably withheld) and at their sole risk and expense, the good faith settlement or defense of such claim, and the indemnified party or parties shall not be required to make any payment cooperate with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expenseparties in connection therewith; provided, however, that : (a) all settlements require the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, prior reasonable consultation with the indemnified party and the prior written consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify and (b) the indemnified party therefor will or parties shall be fully satisfied. The indemnifying party shall keep entitled to participate in such settlement or defense through counsel chosen by the indemnified party apprised or parties, provided that the fees and expenses of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, such counsel shall furnish be borne by the indemnified party with all documents and information that or parties. So long as the indemnified indemnifying party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein statedor parties are contesting any such claim in good faith, the indemnified party or parties shall at all times have the right to fully participate in not pay or settle any such defense at its own expense directly or through counselclaim; provided, however, that notwithstanding the foregoing, the indemnified party or parties shall have the right to pay or settle any such claim at any time, provided that in such event they shall waive any right of indemnification therefor by the indemnifying party or parties. If the indemnifying party or parties do not make a timely election to undertake the good faith defense or settlement of the claim as aforesaid, or if the named indemnifying parties fail to proceed with the action good faith defense or proceeding include both settlement of the matter after making such election, then, in either such event, the indemnified party or parties shall have the right to contest, settle or compromise (provided that all settlements or compromises require the prior reasonable consultation with the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense prior written consent of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and which consent shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by unreasonably withheld) the claim at their exclusive discretion, at the risk and expense of the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defenseparties.

Third Party Claims. With The obligations and liabilities of Seller and Purchaser with respect to any claims made by an indemnified party which arise or result from claims for Damages made by third parties or for which liability may be asserted by any third party claimsincluding any Governmental Entity (a "Third-Party Claim"), if within twenty shall be subject to the following terms and conditions: (20i) days after receiving the notice described in clause (a) above The indemnified parties shall give the indemnifying party gives (i) prompt written notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of any such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expenseThird-Party Claim; provided, however, that failure to give such notification shall not affect the assumption of defense of any such matters by indemnification provided hereunder except to the extent the indemnifying party shall relate solely have been prejudiced as a result of such failure and provided that the indemnifying party shall not be responsible for any costs or expenses incurred prior to the claim, liability giving of such notice or expense that is subject or potentially subject arise as a result of such failure to indemnificationgive notice. The indemnifying party shall have the rightright to undertake the defense of any Third Party Claim by counsel reasonably satisfactory to the indemnified parties at the indemnifying party's sole expense; provided, that if the indemnifying party assumes such defense the indemnifying party shall control such defense and any contacts with third parties with respect to such Third Party Claim, however, the indemnified parties shall have the right to participate in the defense thereof and to employ counsel, at their own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense and all parties shall be afforded access to all information pertinent to the defense; provided, further, that the reasonable fees and expenses of one counsel to the indemnified parties will be indemnifiable hereunder if, in the reasonable view of counsel to the indemnified party, (x) a conflict of interest exists between the indemnifying party and the indemnified parties or (y) there may be legal defenses available to the indemnified parties which are different from or additional to those available to the indemnifying party; and (ii) Notwithstanding any provision in this Section 8.2(c) to the contrary, without the prior written consent of the indemnified party, parties (which consent shall not be unreasonably withheldconditioned, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided withheld or delayed), the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep not admit any liability with respect to, or settle, compromise or discharge, any Third-Party Claim or consent to the indemnified entry of any judgment with respect thereto. In addition, if notice of a Third Party Claim has not been provided, or if notice has been provided and the indemnifying party apprised shall have assumed the defense of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein statedThird-Party Claim, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly not admit any liability with respect to, or through counsel; providedsettle, howevercompromise or discharge, if the named parties any Third-Party Claim or consent to the action or proceeding include both entry of any judgment with respect thereto, without the prior written consent of the indemnifying party (which consent shall not be unreasonably conditioned, withheld or delayed), and the indemnifying party will not be subject to any liability for any such admission, settlement, compromise, discharge or consent to judgment made by an indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no without such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense prior written consent of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With respect to third If a Buyer Indemnitee or a Seller Indemnitee ------------------ becomes aware of any third-party claimsclaim, if within twenty (20) days after receiving the notice described suit or proceeding commenced against such party which such party believes may result in clause (a) above a claim for indemnification under this Article VI, such indemnified party shall notify the indemnifying party gives (i) written notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability suit or expense at its own cost proceeding, and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject shall be entitled, at its expense, to assume the consent defense of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability suit or expense as long as proceeding. Delay in providing such notice shall not eliminate such claim, suit or proceeding except to the extent that the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that prejudiced thereby. The indemnified party shall have the assumption of defense of right to employ separate counsel in any such matters by claim, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expenses of such indemnified party unless (i) the indemnifying party has agreed to pay such fees and expenses, (ii) the indemnifying party shall relate solely have failed to promptly assume the defense of such claim, suit or proceeding or (iii) the named parties to any such claim, suit or proceeding (including any impleaded parties) include both such indemnified party and the indemnifying party, and such indemnified party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or in addition to those available to the indemnifying party and that the assertion of such defenses would create a conflict of interest (in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim, liability suit or expense that is subject or potentially subject to indemnificationproceeding on behalf of such indemnified party). The indemnifying party shall have the rightright to settle any such claim, with suit or proceeding, unless (i) the indemnified party has assumed the defense of such claim, suit or proceeding on its own behalf pursuant to the preceding sentence, in which case the indemnifying party shall not be liable for any settlement of any such claim, suit or proceeding effected without its written consent, which consent shall not unreasonably be withheld, (ii) such settlement would prejudice the indemnified party, in which event no such settlement of such claim, suit or proceeding may be effected without the prior written consent of the indemnified party, which consent shall not unreasonably be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided . In the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance event that the indemnifying party may reasonably request and shall cooperate with has effected any such settlement, the indemnifying party in shall have no power or authority to object under any provision of this Agreement to the amount of any claim by the indemnified party for indemnification with respect to such defensesettlement.

Third Party Claims. With respect If a claim or demand is made against an indemnified Party by any person who is not a party to third party claimsthis Agreement (a "Third Party Claim") as to which such indemnified Party is entitled to indemnification pursuant to this Agreement, such indemnified Party shall notify the indemnifying Party in writing, and in reasonable detail, of the Third Party Claim promptly (and in any event within 15 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 shall have been actually prejudiced as a result of such failure (except that the indemnifying Party shall not be liable for any expenses incurred during the period in which the indemnified Party failed to give such notice). Thereafter, the indemnified Party shall deliver to the indemnifying Party, promptly (and in any event within 15 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. If a Third Party Claim is made against an indemnified Party, the indemnifying Party shall be entitled to participate in the defense thereof and, if within twenty (20) days after receiving the notice described it so chooses and acknowledges in clause (a) above the indemnifying party gives (i) written notice writing its obligation to indemnify the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends Party therefor, to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for assume the defense shall be thereof with counsel selected by the indemnifying party (subject Party; provided, however, that such counsel is not reasonably objected to the consent of by the indemnified party which consent Party. Should the indemnifying Party so elect to assume the defense of a Third Party Claim, the indemnifying Party shall not be unreasonably withheld) and liable to the indemnified party shall not be required to make any payment Party for legal or other expenses subsequently incurred by the indemnified Party in connection with respect to such claim, liability or expense as long as the defense thereof. If the indemnifying party is conducting a good faith Party assumes such defense, the indemnified Party shall have the right to participate in the defense thereof and diligent defense to employ counsel, at its own expense, separate from the counsel employed by the indemnifying Party, it being understood that the indemnifying Party shall control such defense. The indemnifying Party shall be liable for the fees and expenses of counsel employed by the indemnified Party for any period during which the indemnifying Party has failed to assume the defense thereof (other than during the period prior to the time the indemnified Party shall have given notice of the Third Party Claim as provided above). If the indemnifying Party so elects to assume the defense of any Third Party Claim, the indemnified Party shall cooperate with the indemnifying Party in the defense or prosecution thereof. If the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified Party for a Third Party Claim, then in no event will the indemnified Party admit any liability with respect to, or settle, compromise or discharge, any Third Party Claim without the indemnifying Party's prior written consent; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party indemnified Party shall have the rightright to settle, with compromise or discharge such Third Party Claim without the consent of the indemnifying Party if the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided Party releases the indemnifying parties' Party from its indemnification obligation hereunder with respect to such Third Party Claim and such settlement, compromise or discharge would not otherwise adversely affect the indemnifying Party. If the indemnifying Party acknowledges in writing its obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein statedParty for a Third Party Claim, the indemnified party shall at all times have Party will agree to any settlement, compromise or discharge of a Third Party Claim that the right indemnifying Party may recommend and that by its terms obligates the indemnifying Party to fully participate pay the full amount of the liability in connection with such defense at its own expense directly or through counselThird Party Claim and releases the indemnified Party completely in connection with such Third Party Claim and that would not otherwise adversely affect the indemnified Party; provided, however, that the indemnified Party may refuse to agree to any such settlement, compromise or discharge if the named parties to the action or proceeding include both indemnified Party agrees that the indemnifying party and Party's indemnification obligation with respect to such Third Party Claim shall not exceed the indemnified party and representation of both parties by the same counsel amount that would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall required to be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense on behalf of the indemnifying partyParty in connection with such settlement, undertake compromise or discharge. Notwithstanding the foregoing, the indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (with and shall be liable for the fees and expenses of counsel selected incurred by the indemnified party)Party in defending such Third Party Claim) if the Third Party Claim seeks an order, and shall have injunction or other equitable relief or relief for other than money damages against the right to compromise or settle (exercising indemnified Party which the indemnified Party reasonable business judgment)determines, such claimafter conferring with its counsel, liability or expensecannot be separated from any related claim for money damages. If such claimequitable relief or other relief portion of the Third Party Claim can be so separated from that for money damages, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then Party shall be entitled to assume the indemnified party shall make available all information and assistance that defense of the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defenseportion relating to money damages.

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

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

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

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

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

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

Third Party Claims. With respect to third Promptly after receipt by an indemnified party claimsunder this Section 9 of notice of the commencement of any action (including any governmental action), such indemnified party will, if within twenty (20) days after receiving the notice described a claim in clause (a) above respect thereof is to be made against any indemnifying party under this Section 9, deliver to the indemnifying party gives (i) a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually and reasonably satisfactory to the parties (and such indemnifying party shall not be liable to the indemnified party stating that (A) it would be liable under the provisions hereof this Section 9 for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability any legal or expense at its own cost and expense and (ii) provides reasonable assurance to other expenses subsequently incurred by the indemnified party that such claim will be promptly paid in full if required, then counsel for connection with the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expensethereof); provided, however, that the assumption indemnified parties shall have the right to retain separate counsel and participate in such defense but the fees and expenses of defense such counsel shall be at the expense of any such matters indemnified party unless such indemnified party shall have reasonably concluded, based on advice of counsel, that representation of such indemnified parties by the counsel retained by the indemnifying party shall relate solely would be inappropriate due to the claim, liability actual or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent potential conflicts of the interest between such indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party in such proceeding, in which case the fees and the indemnified party and representation expenses of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of one such separate counsel for the indemnified party (as well as one local counsel, as applicable) shall be paid by the indemnifying party. If no The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such notice of intent action, if prejudicial to dispute and its ability to defend is given by the such action, shall relieve such indemnifying party, or if such diligent good faith defense is not being or ceases to be conductedthe extent prejudiced, of any liability to the indemnified party under this Section 9, but the omission to so deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 9. No indemnifying party shall, at without the expense written consent of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have effect the right settlement or compromise of, or consent to compromise the entry of any judgment with respect to, any pending or settle threatened action or claim in respect of which indemnification or contribution may be sought hereunder (exercising reasonable business judgment), such claim, liability whether or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all information liability arising out of such action or claim and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense(ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

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

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

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

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

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

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

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

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

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

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

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

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

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

Third Party Claims. With respect to In case any claim, demand or action shall be brought by any third party claimsincluding, if within twenty (20) days after receiving without limitation, any governmental authority, against a party entitled to indemnity under Section 8.2 or 8.3 above, such party shall promptly notify the notice described other party or parties, as the case may be, from whom indemnity is or may be sought in clause (a) above writing and the indemnifying party gives (i) written notice or parties shall assume the defense thereof, including the employment of counsel. In addition, in case a party hereto shall become aware of any facts which could reasonably be expected to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity result in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against any such claim, liability demand or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that action, such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not promptly notify the other party or parties who would be required obligated to make any payment provide indemnity hereunder with respect to such claim, liability demand or expense action, and such other party or parties shall have the right to take such action as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any it or they may deem appropriate to resolve such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnificationmatter. The indemnifying party shall have fifteen (15) days from the right, with the consent receipt of notice of a third party claim for which an indemnified party is seeking indemnification under Section 8.2 or 8.3 above to notify the indemnified partyparty (i) whether or not the indemnifying party disputes liability to the indemnified party hereunder with respect to Damages attributable to such third party claim and (ii) whether or not the indemnifying party desires, which consent shall not be unreasonably withheldat its sole cost and expense, to settle all indemnifiable matters related to claims by defend against such third parties which are susceptible to being settled provided party claim. In the event that the indemnifying parties' party timely notifies the indemnified party that the indemnifying party does not dispute its obligation to indemnify hereunder and desires to defend the indemnified party therefor will be fully satisfied. The against such third party claim and except as hereinafter provided, the indemnifying party shall keep have the right to defend by appropriate proceedings, which proceedings shall be promptly settled or prosecuted by the indemnifying party to a final conclusion; provided that, unless the indemnified party apprised otherwise agrees in writing, the indemnifying party may not settle any matter (in whole or in part) unless such settlement includes a complete and unconditional release of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the respect to claims raised in such proceeding. The indemnified party or parties shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such defense counsel shall be at its own the expense directly of such indemnified party or through counsel; providedparties, however, if unless the named parties to the action or proceeding include both employment of such counsel has been specifically authorized by the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying partyor parties. If no such notice of intent to dispute and defend is given requested by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party and its counsel and use its best efforts in contesting any such defenseclaim or, if appropriate, in making any counter-claim or cross-complaint against the party asserting the claim, provided that the indemnifying party will reimburse the indemnified party for reasonable expenses incurred in so cooperating upon presentation of receipts or other evidence of such expense. The indemnifying party and its representatives shall have full and complete access during reasonable hours to all books, records and files of the indemnified party expressly related to the defense of any claim undertaken by the indemnifying party pursuant to this Section 8.4(a); provided, that, the indemnifying party shall safeguard and maintain the confidentiality of all such books, records and files. Notwithstanding the foregoing, if at any time, in the reasonable opinion of the indemnified party, notice of which shall be given in writing to the indemnifying party, any such third party claim seeks relief which could have a material adverse effect on any indemnified party, the indemnified party shall have the right to control or assume (as the case may be) the defense of any such claim and the amount of any judgment or settlement and the reasonable costs and expenses of defense shall be included as part of the indemnification obligations of the indemnifying party hereunder. If the indemnified party should elect to exercise such right, the indemnifying party shall have the right to participate in, but not control, the defense of such claim at the sole cost and expense of the indemnifying party. If the indemnifying party elects not to defend the indemnified party against such third party claim, whether by failure of the indemnifying party to give the indemnified party timely notice as provided above or otherwise, then the indemnified party, without waiving any rights against the indemnifying party, may settle or defend against any such claim in the indemnified party's sole discretion and the indemnified party shall be entitled to recover from the indemnifying party the amount of any settlement or judgment and, on an ongoing basis, all costs and expenses of the indemnified party with respect thereto, including interest from the date such costs and expenses were incurred, subject to the provisions of Section 8.2 or 8.3, as the case may be.

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

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

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

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

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

Third Party Claims. With If any CLAIM for which ---------------------------------- INDEMNITEE would be entitled to indemnification under this AGREEMENT arises out of a claim or liability asserted against or sought to be collected from INDEMNITEE by a third party, INDEMNITEE shall promptly give to INDEMNITOR a CLAIM NOTICE in respect of such CLAIM. INDEMNITOR shall have thirty (30) BUSINESS DAYS following the giving of a CLAIM NOTICE to third party claimsit to notify INDEMNITEE whether or not INDEMNITOR elects to defend INDEMNITEE in respect of such CLAIM; and: (1) if INDEMNITOR so elects to defend INDEMNITEE in respect of such CLAIM, if within twenty (20) days after receiving INDEMNITOR shall either settle or, by appropriate proceedings, defend such claim; and INDEMNITEE shall cooperate as reasonably requested by INDEMNITOR in connection with such settlement or defense, to the notice described in clause (a) above the indemnifying party gives extent not involving expense to INDEMNITEE. INDEMNITOR shall (i) written notice have the right to control the indemnified party stating that defense or settlement of the CLAIM involved, (Aii) it would be liable under the provisions hereof for indemnity in pay all costs and expenses of such proceedings incurred by it, and (iii) pay the amount of such claim any resulting settlement, judgment or award if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party shall be determined that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (CLAIM is subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expenseindemnification by INDEMNITOR under this AGREEMENT; provided, however, that INDEMNITOR shall effect no settlement of such CLAIM if such settlement would affect the assumption liability of defense of any such matters by the indemnifying party INDEMNITEE unless INDEMNITEE shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified partythereto in writing, which consent shall not be unreasonably delayed or withheld. If INDEMNITEE desires to participate in, without controlling, any such defense or settlement by INDEMNITOR, it may do so at INDEMNITEE's sole cost and expense. (2) if INDEMNITOR shall not so elect to defend INDEMNITEE in respect of such CLAIM, INDEMNITEE shall either settle all indemnifiable matters related to claims or, by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfiedappropriate proceedings, defend such CLAIM, and INDEMNITOR shall cooperate as reasonably requested by INDEMNITEE in connection with such settlement or defense. The indemnifying party INDEMNITEE shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times (i) have the right to fully participate in control the defense or settlement of the CLAIM involved and (ii) be indemnified by INDEMNITOR for its reasonable costs and expenses of such defense at its own expense directly defense, and for the amount of any resulting settlement, judgment or through counselaward, if it shall be determined that such CLAIM is subject to indemnification by INDEMNITOR under this AGREEMENT; provided, however, that INDEMNITEE shall effect no settlement of such CLAIM if such settlement would affect the named parties liability of INDEMNITOR unless INDEMNITOR shall consent to the action such settlement in writing, which consent shall not be unreasonably delayed or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying partywithheld. If no INDEMNITOR desires to participate in, without controlling, any such notice of intent to dispute defense or settlement by INDEMNITEE, it may do so at its sole cost and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With respect to If a claim by a third party claimsis made against any party or parties hereto and the party or parties against whom said claim is made intends to seek indemnification with respect thereto under Sections 9.2(a) or 9.2(b), if within twenty (20) days after receiving the notice described in clause (a) above party or parties seeking such indemnification shall promptly notify the indemnifying party gives or parties, in writing, of such claim; provided, however, that the failure to give such notice shall not affect the rights of the indemnified party or parties hereunder except to the extent that such failure materially and adversely affects the indemnifying party or parties due to the inability to timely defend such action. The indemnifying party or parties shall have ten (i10) business days after said notice is given to elect, by written notice given to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount or parties, to undertake, conduct and control, through counsel of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its their own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party choosing (subject to the consent of the indemnified party which or parties, such consent shall not to be unreasonably withheld) and at their sole risk and expense, the good faith settlement or defense of such claim, and the indemnified party or parties shall not be required to make any payment cooperate with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expenseparties in connection therewith; provided, however, that : (a) all settlements require the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, prior reasonable consultation with the indemnified party and the prior written consent 40 of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify and (b) the indemnified party therefor will or parties shall be fully satisfied. The indemnifying party shall keep entitled to participate in such settlement or defense through counsel chosen by the indemnified party apprised or parties, provided that the fees and expenses of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, such counsel shall furnish be borne by the indemnified party with all documents and information that or parties. So long as the indemnified indemnifying party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein statedor parties are contesting any such claim in good faith, the indemnified party or parties shall at all times have the right to fully participate in not pay or settle any such defense at its own expense directly or through counselclaim; provided, however, that notwithstanding the foregoing, the indemnified party or parties shall have the right to pay or settle any such claim at any time, provided that in such event they shall waive any right of indemnification therefor by the indemnifying party or parties. If the indemnifying party or parties do not make a timely election to undertake the good faith defense or settlement of the claim as aforesaid, or if the named indemnifying parties fail to proceed with the action good faith defense or proceeding include both settlement of the matter after making such election, then, in either such event, the indemnified party or parties shall have the right to contest, settle or compromise (provided that all settlements or compromises require the prior reasonable consultation with the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense prior written consent of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and which consent shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by unreasonably withheld) the claim at their exclusive discretion, at the risk and expense of the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defenseparties.

Third Party Claims. With (a) If an indemnified party receives notice of a demand for arbitration, summons or other notice of the commencement of a proceeding, audit, investigation, review, suit or other action by a third party (any such action a "Third Party Claim") for which it intends to seek indemnification hereunder, it shall give the indemnifying party prompt written notice of such claim (together with all copies of the claim, any process served, and all filings with respect thereto), so that the indemnifying party's defense of such claim under this Section 10.4 may be timely instituted. The indemnifying party under this Article X shall have the right to conduct and control, through counsel (reasonably acceptable to the indemnified party) of its own choosing and at its own cost, any Third Party Claim, compromise, or settlement thereof. Assumption by an indemnifying party of control of any such defense, compromise, or settlement shall not be a waiver by it of its right to challenge its obligation to indemnify the indemnified party. The indemnified party may, at its election, participate in the defense of any such claim, action, or suit through counsel of its choosing, but the fees and expenses of such counsel shall be at the expense of the indemnified party, unless the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it that are different from or in addition to those available to the indemnifying party (in which case, if the indemnified party notifies the indemnifying party in writing that it elects separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action on behalf of the indemnified party with respect to third such defenses). (b) If the indemnifying party claimsfails to defend diligently any Third Party Claim, then the indemnified party may defend, with counsel of its own choosing, and (i) settle such Third Party Claim and then recover from the indemnifying party the amount of such settlement or of any judgment and the reasonable costs and expenses of such defense, or (ii) litigate the Third Party Claim to the completion of trial or arbitration and then promptly recover from the indemnifying party the reasonable costs and expense of such defense and the amount of the judgment, verdict or award, if within any, against the indemnified party. (c) Notwithstanding Section 10.4(b)(i), the indemnifying party shall not be liable to pay or otherwise satisfy any settlement of a Third Party Claim unless the indemnified party shall have given the indemnifying party written notice of the terms of the proposed settlement at least twenty (20) days after receiving the notice described in clause prior to entering into such settlement. (ad) above the indemnifying party gives (i) written notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to Without the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claimparty, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, not compromise or settle any Third Party Claim if such settlement involves an admission of liability or expense that is subject wrongdoing on the party of the indemnified party, or potentially subject to indemnificationa restriction on the operation of the indemnified party's business in the future or would adversely affect the business reputation or Tax liability of the indemnified party. The No Third Party Claim may be settled by an indemnifying party shall have without the right, with the written consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims withheld or delayed. No settlement of a Third Party Claim that involves the payment of money only shall be made by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The any indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both unless the indemnifying party has and reserves a sufficient amount of immediately available funds to provide for such settlement. (e) Itron, the Stockholders' Representative, and the indemnified party and representation of both parties by Surviving Corporation shall cooperate in all reasonable respects with each other in connection with the same counsel would be inappropriate under applicable standards of professional conductdefense, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying partynegotiation, or if such diligent good faith defense is not being or ceases to be conductedsettlement of any legal proceeding, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party demand referred to in such defensethis Section 10.4.

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

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

Third Party Claims. With respect to If a claim by a third party claimsis made against any indemnified party, and if within twenty (20) days after receiving the notice described in clause (a) above such indemnified party intends to seek indemnity with respect thereto under this Article X, such indemnified party will promptly notify the indemnifying party gives of such claim. The indemnifying party will have 15 days after receipt of the above-mentioned notice to undertake, conduct and control, through counsel of its own choosing and at its expense, the settlement or defense thereof, and the indemnified party will cooperate with it in connection therewith, provided that: (i) written notice the indemnifying party will not thereby permit to exist any lien, encumbrance or other adverse charge upon any asset of the indemnified party; (ii) the indemnifying party will permit the indemnified party to participate in such settlement or defense through counsel chosen by the indemnified party, provided that the fees and expenses of such counsel will be borne by the indemnified party unless (A) the indemnifying party has failed promptly to employ counsel reasonably satisfactory to the indemnified party stating that (A) it would be liable under to take charge of the provisions hereof for indemnity in the amount defense of such claim if such claim were successful and claim, (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party has reasonably concluded that such claim there may be one or more legal defenses available to it which are different from those available to the indemnifying party or (C) the remedies sought against the indemnified party include injunctive or similar relief, in any of which events the reasonable fees and expenses of the indemnified party's counsel will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party; and (iii) the indemnifying party (subject agrees promptly to the consent of reimburse the indemnified party which consent shall not be unreasonably withheld) for the full amount of any loss resulting from such claim and all related expense incurred by the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as party. So long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of reasonably contesting any such matters claim in good faith, the indemnified party will not pay or settle any such claim. Notwithstanding the foregoing, in the event the indemnifying party assumes responsibility for defending any third-party claims, the indemnified party will have the right to pay or settle any such claim (other than a claim seeking injunctive or similar relief against the indemnified party), provided that in such event the indemnified party will waive any right to indemnity therefor by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent and will secure a release of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible the third-party claimant reasonably satisfactory to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such the indemnifying party does not notify the indemnified party within 15 days after receipt of the indemnified party's notice of intent a claim of indemnity hereunder that it elects to dispute and defend is given by undertake the indemnifying party, or if such diligent good faith defense is not being or ceases to be conductedthereof, the indemnified party shallwill have the right, but not the obligation, to contest, settle or compromise the claim at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the The indemnified party shall make available all information and assistance that will, however, notify the indemnifying party may reasonably request and shall cooperate with of any compromise or settlement of any such claim. Nothing contained in this Section 10.3 will be construed as a limitation on the indemnifying right of any party in such defenseto indemnification under Section 10.1 or Section 10.2.

Third Party Claims. With respect to third party claims, if within twenty Within ten (2010) days after receiving receipt of written ------------------ notice of the notice described in clause (a) above commencement of any action or the indemnifying party gives (i) written notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount assertion of such claim if such claim were successful and (B) that it disputes and intends to defend against such any claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected obligation by the indemnifying a third party (subject to the consent of the indemnified party whether by legal process or otherwise), against which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as obligation a party is, or may be, required under this Article 9 to indemnify the other party, the indemnified party will notify the indemnifying party is conducting a good faith in writing of the commencement or assertion thereof (the "Claim Notice") and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by give the indemnifying party shall relate solely to the a copy of such claim, liability or expense that is subject or potentially subject to indemnificationprocess and all legal pleadings relating thereto. The indemnifying party shall have the rightright to contest and conduct the defense of such action with counsel of reputable standing reasonably acceptable to the indemnified party by giving written notice to the indemnified party of its election to do so within ten (10) days of the receipt of the Claim Notice, and the indemnified party may participate in such defense by counsel of its own choosing at its own expense. If the indemnified party shall be required by final judgment not subject to appeal or by a settlement agreement to pay any amount in respect of any obligation or liability against which the indemnifying party has agreed to indemnify the indemnified party under this Agreement, such amount plus all reasonable expenses incurred by the indemnified party in accordance with such obligation or liability (including, without limitation, reasonable attorneys' fees (other than fees incurred by counsel to the indemnified party employed pursuant to the immediately preceding sentence) and costs of investigations) shall be promptly paid by the indemnifying party to the indemnified party, subject to reasonable documentation and cost substantiation of all such amounts. The indemnifying party shall not settle or compromise any claim, action or proceeding without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld. The indemnified party shall use reasonable efforts to mitigate any damage, loss, cost, expense, liability or obligation with respect to settle all indemnifiable matters related which it shall be entitled to claims by third parties which are susceptible indemnification hereunder. Subject to being settled provided the indemnifying parties' obligation to indemnify limitations set forth in Sections 9.3 and 9.7 of this Agreement, failure of the indemnified party therefor will be fully satisfied. The indemnifying party shall keep to give the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior Claim Notice to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and within the ten-day period required hereunder shall not affect the indemnified party's rights to indemnification hereunder, except if (and then only to the extent that) the indemnifying party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by incurs additional expenses or the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the ' defense of (with counsel selected such claim is actually prejudiced by the indemnified party), and shall have the right reason of such failure to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defensegive timely notice.

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

Third Party Claims. With (a) If an indemnified party receives notice of a demand for arbitration, summons or other notice of the commencement of a proceeding, audit, investigation, review, suit or other action by a third party (any such action a "Third Party Claim") for which it intends to seek indemnification hereunder, it shall give the indemnifying party prompt written notice of such claim (together with all copies of the claim, any process served, and all filings with respect thereto), so that the indemnifying party's defense of such claim under this Section 10.4 may be timely instituted. The indemnifying party under this Article X shall have the right to conduct and control, through counsel (reasonably acceptable to the indemnified party) of its own choosing and at its own cost, any Third Party Claim, compromise, or settlement thereof. Assumption by an indemnifying party of control of any such defense, compromise, or settlement shall not be a waiver by it of its right to challenge its obligation to indemnify the indemnified party. The indemnified party may, at its election, participate in the defense of any such claim, action, or suit through counsel of its choosing, but the fees and expenses of such counsel shall be at the expense of the indemnified party, unless the indemnified party shall have been advised by such counsel that there may be one or more legal defenses available to it that are different from or in addition to those available to the indemnifying party (in which case, if the indemnified party notifies the indemnifying party in writing that it elects separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action on behalf of the indemnified party with respect to third such defenses). (b) If the indemnifying party claimsfails to defend diligently any Third Party Claim, then the indemnified party may defend, with counsel of its own choosing, and (i) settle such Third Party Claim and then recover from the indemnifying party the amount of such settlement or of any judgment and the reasonable costs and expenses of such defense, or (ii) litigate the Third Party Claim to the completion of trial or arbitration and then promptly recover from the indemnifying party the reasonable costs and expense of such defense and the amount of the judgment, verdict or award, if within any, against the indemnified party. (c) Notwithstanding Section 10.4(b)(i), the indemnifying party shall not be liable to pay or otherwise satisfy any settlement of a Third Party Claim unless the indemnified party shall have given the indemnifying party written notice of the terms of the proposed settlement at least twenty (20) days after receiving the notice described in clause prior to entering into such settlement. (ad) above the indemnifying party gives (i) written notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to Without the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claimparty, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, not compromise or settle any Third Party Claim if such settlement involves an admission of liability or expense that is subject wrongdoing on the party of the indemnified party, or potentially subject to indemnificationa restriction on the operation of the indemnified party's business in the future or would adversely affect the business reputation or Tax liability of the indemnified party. The No Third Party Claim may be settled by an indemnifying party shall have without the right, with the written consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims withheld or delayed. No settlement of a Third Party Claim that involves the payment of money only shall be made by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The any indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both unless the indemnifying party has and reserves a sufficient amount of immediately available funds to provide for such settlement. (e) Itron, the Shareholders' Representatives, and the indemnified party and representation of both parties by Surviving Corporation shall cooperate in all reasonable respects with each other in connection with the same counsel would be inappropriate under applicable standards of professional conductdefense, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying partynegotiation, or if such diligent good faith defense is not being or ceases to be conductedsettlement of any legal proceeding, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party demand referred to in such defensethis Section 10.4.

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

Third Party Claims. With If any claim, assertion or proceeding by or in respect to of a third party claimsis made against an indemnified party or any event in respect of a third party occurs, and if within twenty the indemnified party intends to seek indemnity with respect thereto under this Article VIII or to apply any damage or liability arising therefrom to the U.S. Dollar amounts referred to in Section 8.04, the indemnified party shall promptly notify the indemnifying party of such claim in writing, provided that the failure by the indemnified party to give such notice shall not relieve the indemnifying party from its indemnification obligations hereunder, except if and to the extent that the indemnifying party is actually prejudiced thereby. The indemnifying party shall have thirty (2030) days after receiving the notice described in clause (a) above the indemnifying party gives (i) written receipt of such notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount elect to undertake, conduct and control, through counsel of such claim if such claim were successful its own choosing and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to expense, the indemnified party that such claim will be promptly paid in full if requiredsettlement or defense thereof, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not cooperate with it in connection therewith; provided, however, that (a) the indemnifying party shall permit the indemnified party to participate in such settlement or defense through counsel chosen by the indemnified party, provided that the fees and expenses of such counsel shall be required borne by the indemnified party, (b) to make the extent such claim results in any payment with respect liability that is covered by the indemnifying party’s obligations under this Article VIII, the indemnifying party shall promptly reimburse the indemnified party for the full amount of any liability resulting from such claim and all related and reasonable expenses (other than the fees and expenses of counsel as aforesaid) incurred by the indemnified party within the limits of this Article VIII and subject to such claimthe limitations referred to in Section 8.04, liability (c) the indemnified party shall not, without the prior written consent of the indemnifying party, settle or expense as compromise any claim or consent to the entry of any judgment and (d) nothing herein shall require any indemnified party to consent to the entry of any order, injunction or consent decree materially affecting its ability to conduct its business operations after the date thereof. So long as the indemnifying party is conducting a reasonably contesting any such claim in good faith and diligent defense at its own expensefaith, the indemnified party shall have the right to pay or settle any such claim; provided, however, that the assumption of defense of in such event it shall waive any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid indemnity therefor by the indemnifying party. If no such the indemnifying party does not notify the indemnified party within thirty (30) days after the receipt of the indemnified party’s written notice of intent a claim of indemnity hereunder that it elects to dispute and defend is given by undertake the indemnifying party, or if such diligent good faith defense is not being or ceases to be conductedthereof, the indemnified party shallshall have the right to contest, settle or compromise the claim in the exercise of its reasonable judgment at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With respect to If a claim by a third party claimsis made against an indemnified party (i.e., a Parent Indemnified Party, Investor Indemnified Party, Holder Indemnified Party or LLC Indemnified Party), and if within such indemnified party intends to seek indemnity with respect thereto under this Article, such indemnified party shall promptly notify the indemnifying party in writing of such claims setting forth such claims in reasonable detail. The indemnifying party shall have twenty (20) days after receiving the notice described in clause (a) above the indemnifying party gives (i) written receipt of such notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount undertake, through counsel of such claim if such claim were successful its own choosing and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to expense, the indemnified party that such claim will be promptly paid in full if requiredsettlement or defense thereof, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment cooperate with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expenseit in connection therewith; provided, however, that the assumption indemnified party may participate in such settlement or defense through counsel chosen by such indemnified party, provided that the fees and expenses of such counsel shall be borne by such indemnified party unless the indemnified party shall have reasonably determined that representation by the same counsel would be inappropriate under the applicable standards of appropriate conduct due to actual or potential differing interests between them, and in that event, the fees and expenses of such counsel shall be paid by the indemnifying party. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense of any such matters thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall relate solely control such defense. In the event that the indemnifying party assumes such defense, the indemnified party shall cooperate with the indemnifying party in such defense and make available to the claimindemnifying party, liability at the indemnifying party's expense, all pertinent records, materials and information in its possession or expense that under its control relating thereto as is subject or potentially subject to indemnificationreasonably required by the indemnifying party. The indemnified party shall not pay or settle any claim which the indemnifying party shall have is contesting without the right, with the prior written consent of the indemnified indemnifying party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep not settle any claim unless it contains an unconditional release of the indemnified party apprised from any and all liability with respect to such third party claim without the prior written consent of the status of the claimindemnifying party, liability or expense and any resulting suit, proceeding or enforcement action, which consent shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussionsnot be unreasonably withheld. Notwithstanding anything herein statedthe foregoing, the indemnified party shall at all times have the right to fully participate pay or settle any such claim, provided that in such defense at its own expense directly or through counsel; provided, however, if the named parties event it shall waive any right to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid indemnity therefor by the indemnifying party. If no such the indemnifying party does not notify the indemnified party within twenty (20) days after the receipt of the indemnified party's notice of intent a claim of indemnity hereunder that it elects to dispute and defend is given by undertake the indemnifying party, or if such diligent good faith defense is not being or ceases to be conductedthereof, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to contest, settle or compromise or settle (exercising reasonable business judgment), such claim, liability or expensethe claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.-49- 55

Third Party Claims. With respect to third party claims, if within twenty (20) days after receiving the notice described in clause (a) above In order for a party (the indemnifying “indemnitee”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of, or involving a claim or demand made by any Person against the indemnitee (a “Third-Party Claim, such indemnitee must notify the party gives from whom indemnification hereunder is sought (the “indemnitor”) in writing of the Third-Party Claim no later than 30 days after such claim or demand is first asserted. Such notice shall state in reasonable detail the amount or estimated amount of such Third-Party Claim, and shall identify the specific basis (or bases) for such Third-Party Claim, including the representations, warranties or covenants in this Agreement alleged to have been breached. Failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnitor shall have been actually prejudiced as a result of such failure. Thereafter, the indemnitee shall deliver to the indemnitor, without undue delay, copies of all notices and documents (including court papers received by the indemnitee) relating to the Third-Party Claim so long as any such disclosure could not reasonably be expected, in the reasonable opinion of counsel, to have an adverse effect on the attorney-client or any other privilege that may be available to the indemnitee in connection therewith. (b) If a Third-Party Claim is made against an indemnitee and if (i) written notice the indemnitor irrevocably admits to the indemnified party stating that indemnitee in writing its obligation to indemnify the indemnitee for all liabilities and obligations relating to such Third-Party Claim, (Aii) the Deductible has been exceeded (if the indemnitor is Seller), (iii) no claim for injunctive relief is being made against the indemnitee, (iv) the Third-Party Claim does not involve a Material Customer, Material Supplier or Governmental Authority, and (v) it would be liable under is reasonably likely that the provisions hereof for indemnity indemnitee will not suffer a Loss in excess of indemnitor’s indemnification obligations hereunder, the indemnitor may elect to assume and control the defense thereof, at its expense, with counsel selected by the indemnitor that is reasonably acceptable to indemnitee, by providing the indemnitee with notice within 15 days after the indemnitor’s receipt from the indemnitee of notice of the Third-Party Claim. If the indemnitor assumes such defense, the indemnitee shall have the right to participate in the amount of such claim if such claim were successful defense thereof and (B) that it disputes and intends to defend against such claimemploy counsel, liability or expense at its own cost expense, separate from the counsel employed by the indemnitor, it being understood that the indemnitor shall control such defense; provided that indemnitee’s expenses of counsel shall be an indemnified Loss for purposes of this Article 9 if such counsel reasonably concludes that a conflict exists between indemnitee and indemnitor that cannot be waived. If the indemnitor is eligible to assume the defense of a Third-Party Claim pursuant to this Section 9.5.1(b) and the indemnitor elects not to assume such defense, the indemnitor shall reimburse the indemnitee for any Losses incurred by indemnitee in the defense of such Third-Party Claim. (c) If the indemnitor so assumes the defense of any Third-Party Claim, all of the indemnitees shall reasonably cooperate with the indemnitor in the defense or prosecution thereof. Such cooperation shall include, at the expense of the indemnitor, the retention and (iiupon the indemnitor’s request) provides reasonable assurance the provision to the indemnified party that indemnitor of records and information which are reasonably relevant to such claim will be promptly paid in full if requiredThird-Party Claim, then counsel for and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the indemnitor has assumed the defense of a Third-Party Claim, (i) the indemnitee shall be selected by not admit any liability with respect to, or settle, compromise or discharge such Third-Party Claim without the indemnifying party indemnitor’s prior written consent (subject to the consent of the indemnified party which consent shall not be unreasonably withheldwithheld or delayed), and (ii) and the indemnified party indemnitor shall not be required to make admit any payment liability with respect to to, or settle, compromise or discharge such claim, liability or expense as long as Third-Party Claim without the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the indemnitee’s prior written consent of the indemnified party, (which consent shall not be unreasonably withheldwithheld or delayed); provided that the indemnitee shall agree to any settlement, to settle all indemnifiable matters related to claims compromise or discharge of a Third-Party Claim which the indemnitor may recommend and which by third parties which are susceptible to being settled provided its terms releases the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, indemnitee from any liability in connection with such Third-Party Claim without cost or expense and without any resulting suitadmission of violation, proceeding injunction or enforcement agreement to take or restrain from taking any material action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

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

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

Third Party Claims. With In order for a party (the "indemnitee") to be entitled to any indemnification provided for under this Agreement in respect to third of, arising out of, or involving a claim or demand made by any Person against the indemnitee (a "Third-Party Claim"), such indemnitee must notify the party claimsfrom whom indemnification hereunder is sought (the "indemnitor") in writing of the Third-Party Claim, if within twenty thirty (2030) days after receiving such claim or demand is first asserted or the indemnitee receives notice described that such claim or demand is reasonably likely to be asserted. Such notice shall state in clause reasonable detail (a) above the indemnifying party gives (i) written notice to the indemnified party stating that (Aextent known) it would be liable under the provisions hereof for indemnity in the stated amount or stated estimated amount of such claim if such claim were successful claim, and shall identify the specific basis (Bor bases) that it disputes and intends to defend against for such claim, liability including the representations, warranties or expense covenants alleged to have been breached. Failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnitor shall have been actually prejudiced as a result of such failure (except that the indemnitor shall not be liable for any expenses incurred during the period in which the indemnitee failed to give such notice on a timely basis). Thereafter, the indemnitee shall deliver to the indemnitor without undue delay copies of all notices and documents (including court papers received by the indemnitee) relating to the Third-Party Claim. If a Third-Party Claim is made against an indemnitee, the indemnitor shall be entitled to participate, at its expense, in the defense thereof. Notwithstanding the foregoing, if the indemnitor irrevocably and unconditionally admits to the indemnitee in writing its obligation to indemnify the indemnitee therefor, the indemnitor may elect to assume and control the defense thereof with counsel selected by the indemnitor and reasonably satisfactory to the indemnitee. If the indemnitor assumes such defense, the indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own cost and expense and (ii) provides reasonable assurance to expense, separate from the indemnified party counsel employed by the indemnitor, it being understood that the indemnitor shall control such claim will be promptly paid in full if required, then counsel for defense. If the indemnitor so assumes the defense shall be selected by the indemnifying party (subject to the consent of any Third-Party Claim, all of the indemnified party parties shall cooperate with the indemnitor in the defense or prosecution thereof. Such cooperation shall include, at the expense of the indemnitor, the retention and (upon the indemnitor's request) the provision to the indemnitor of records and information which are reasonably relevant to such Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the indemnitor shall have assumed the defense of a Third-Party Claim, the indemnitee shall not admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the indemnitor's prior written consent (which consent shall not be unreasonably withheld) and ). If the indemnified party indemnitor shall not be required to make any payment with respect to such claim, liability or expense as long as have assumed the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of a Third-Party Claim, (i) the indemnitee shall agree to any settlement, compromise or discharge of a Third-Party Claim which the indemnitor may recommend and which by its terms obligates the indemnitor to pay the full amount of the liability in connection with such matters by Third-Party Claim, and releases the indemnifying party indemnitee completely from any liability in connection with such Third-Party Claim, provided there is no direct financial impact on the indemnitee or its affiliates therefrom following such agreement and (ii) the indemnitor shall relate solely to not, without the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the written consent of the indemnified partyindemnitee, which enter into any settlement, compromise or discharge or consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action entry of any judgment which imposes any obligation or proceeding include both restriction upon the indemnifying party and the indemnified party and representation indemnitee of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, an injunctive or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defenseother equitable nature.

Third Party Claims. With Except as otherwise provided in this Agreement, the following procedures shall be applicable with respect to indemnification for third-party Claims. Promptly after receipt by the party seeking indemnification hereunder (hereinafter referred to as the “indemnitee”) of notice of the commencement of any action or the assertion of any Claim, liability or obligation by a third party, including any Authority, (whether by legal process or otherwise), against which Claim, liability or obligation the other party claimsto this Agreement (hereinafter the “indemnitor”) is, or may be, required under this Agreement to indemnify such indemnitee, the indemnitee will, if within twenty (20) days after receiving a Claim thereon is to be made against the notice described indemnitor, notify the indemnitor in clause (a) above writing of the indemnifying party gives commencement or assertion thereof and give the indemnitor a copy of such Claim, process and all legal pleadings. The indemnitor shall have the right to participate in the defense of such action with counsel of reputable standing. The indemnitor shall have the right to assume the defense of such action unless such action (i) written notice may result in injunctions or other equitable remedies in respect of the indemnitee or its business; (ii) may result in liabilities which, taken with other then-existing Claims under this Article VI, would not be fully indemnified hereunder; or (iii) may have an adverse impact on the business or financial condition of the indemnitee after the Effective Date (including an effect on the Tax liabilities, earnings or ongoing business relationships of the indemnitee). The indemnitor and the indemnitee shall cooperate in the defense of such Claims. In the case that the indemnitor shall assume or participate in the defense of such audit, assessment or other proceeding as provided herein, the indemnitee shall make available to the indemnified party stating that (A) it would indemnitor all relevant records and take such other action and sign such documents as are necessary to defend such audit, assessment or other proceeding in a timely manner. If the indemnitee shall be liable required by judgment or a settlement agreement to pay any amount in respect of any obligation or liability against which the indemnitor has agreed to indemnify the indemnitee under this Agreement, the provisions hereof for indemnity indemnitor shall promptly reimburse the indemnitee in an amount equal to the amount of such claim if payment plus all reasonable expenses (including legal fees and expenses) incurred by such claim were successful indemnitee in connection with such obligation or liability subject to this Article VI. An indemnitor shall not settle or seek to settle any such Claim by a third party against an indemnitee except and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance only to the indemnified party extent that the indemnitee gives prior written approval to the indemnitor to do so in the specific case, and no such claim will be promptly paid in full if required, then counsel for the defense settlement shall be selected binding on the indemnitee unless the settlement is duly agreed to in writing by the indemnifying party (subject to the consent of the indemnified party which consent indemnitee. An indemnitee shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at employ its own expense directly or through counsel; providedcounsel in any case, however, if but the named parties to the action or proceeding include both the indemnifying party fees and the indemnified party and representation expenses of both parties by the same such counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake indemnitee unless (a) the employment of such counsel shall have been authorized in writing by the indemnitor in connection with the defense of such action or Claim, (with b) the indemnitor shall not have employed, or is prohibited under this Section 6.4 from employing, counsel selected in the defense of such action or Claim, or (c) such indemnitee shall have reasonably concluded that there may be defenses available to it which are contrary to, or inconsistent with, those available to the indemnitor, in any of which events such fees and expenses of not more than one additional counsel for the indemnified parties shall be borne by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defenseindemnitor.

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

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

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

Third Party Claims. With respect to If any legal proceedings shall be instituted or any claim is asserted by any third party claimsin respect of which the Bekaert Indemnified Parties or the Buyer Indemnified Parties, if within twenty (20) days after receiving as the case may be, may be entitled to indemnity hereunder, the party asserting such right to indemnity shall give the Party from whom indemnity is sought written notice described thereof. A delay in clause giving notice shall only relieve the Party from whom indemnity is sought to the extent such Party suffers actual prejudice because of the delay. The Party from whom indemnity is sought shall have the right, at its option and expense, to participate in the defense of such a proceeding or claim, but not to control the defense, negotiation or settlement thereof, which control shall at all times rest with the Party asserting such right to indemnity, unless the proceeding or claim involves only money damages, not an injunction or other equitable relief, and unless the Party from whom indemnity is sought: (a) above irrevocably acknowledges in writing complete responsibility for and agrees to indemnify the indemnifying party gives Party asserting such right to indemnity, and (ib) written notice furnishes satisfactory evidence of its financial ability to indemnify the indemnified party stating that (A) Party asserting such right to indemnity, in which case the Party from whom indemnity is sought may assume such control through counsel of its choice and at its expense, but the Party asserting such right to indemnity shall continue to have the right to be represented, at its own expense, by counsel of its choice in connection with the defense of such a proceeding or claim. If the Party from whom indemnity is sought does not assume control of the defense of such a proceeding or claim, the entire defense of the proceeding or claim by the Party asserting such right to indemnity, any settlement made by the Party asserting such right to indemnity, and any judgment entered in the proceeding or claim shall be deemed to have been consented to by, and shall be binding on, the Party from whom indemnity is sought as fully as though it would be liable under alone had assumed the provisions hereof for indemnity defense thereof and a judgment had been entered in the proceeding or claim in the amount of such settlement or judgment, except that the right of the Party from whom indemnity is sought to contest the right of the other to indemnification under this Agreement with respect to the proceeding or claim if shall not be extinguished. If the Party from whom indemnity is sought does assume control of the defense of such claim were successful and (B) that it disputes and intends to defend against such a proceeding or claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to it will not, without the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the prior written consent of the indemnified party Party asserting such right to indemnity, settle the proceeding or claim or consent to entry of any judgment relating thereto which consent shall does not be unreasonably withheld) and include as an unconditional term thereof the indemnified party shall not be required giving by the claimant to make any payment the Party asserting such right to indemnity a release from all Liability in respect of the proceeding or claim. The Parties hereto agree to cooperate fully with respect to such claimeach other in connection with the defense, liability negotiation or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense settlement of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

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

Third Party Claims. With respect to If a claim by a third party claimsis made against any party or parties hereto and the party or parties against whom said claim is made intends to seek indemnification with respect thereto under Sections 4.1 or 4.2, if within twenty (20) days after receiving the notice described in clause (a) above party or parties seeking such indemnification shall promptly notify the indemnifying party gives (i) written notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity or parties, in the amount writing, of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption failure to give such notice promptly shall not affect the rights of defense of any the indemnified party or parties hereunder unless such matters by failure materially and adversely affects the indemnifying party shall relate solely to or parties. In case such action is brought against any indemnified party and it notifies the claimindemnifying party of the commencement thereof, liability or expense that is subject or potentially subject to indemnification. The the indemnifying party shall have the rightright to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with the consent of the counsel reasonably satisfactory to such indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the defendants in any action or proceeding include both the indemnified party and the indemnifying party and the indemnified party and representation of both shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent which are different from or in addition to dispute and defend is given by those available to the indemnifying party, or if such diligent good faith defense there is not being or ceases to be conducteda conflict of interest which would prevent counsel for the indemnifying party from also representing the indemnified party, the indemnified party shallor parties have the right to select separate counsel to participate in the defense of such action on behalf of such indemnified party or parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of Sections 4.1 or 4.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation unless (i) the indemnified party shall have employed counsel in accordance with the provisions of the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With respect to If a Claim by a third party claimsis made against any party or parties hereto and the party or parties against whom said Claim is made intends to seek indemnification with respect thereto under Sections 10.1 or 10.2, if within twenty (20) days after receiving the notice described in clause (a) above party or parties seeking such indemnification shall promptly notify the indemnifying party gives (i) or parties, in writing, of such Claim; provided, however, that the failure to give such notice shall not affect the rights of the indemnified party or parties hereunder except to the extent that such failure materially and adversely affects the indemnifying party or parties due to the inability to timely defend such action. The indemnifying party or parties shall have 20 business days after said notice is given to elect, by written notice given to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount or parties, to undertake, conduct and control, through counsel of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its their own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party choosing (subject to the consent of the indemnified party which or parties, such consent shall not to be unreasonably withheldwithheld or delayed) and at their sole risk and expense, the good faith settlement or defense of such Claim, and the indemnified party or parties shall not be required to make any payment cooperate with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expenseparties in connection therewith; provided, however, that : (a) all settlements require the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, prior reasonable consultation with the indemnified party and the prior written consent of the indemnified party, which consent shall not be unreasonably withheldwithheld or delayed, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify and (b) the indemnified party therefor will or parties shall be fully satisfied. The indemnifying party shall keep entitled to participate in such settlement or defense through counsel chosen by the indemnified party apprised or parties, provided that the fees and expenses of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, such counsel shall furnish be borne by the indemnified party with all documents and information that or parties. So long as the indemnified indemnifying party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein statedor parties are contesting any such Claim in good faith, the indemnified party or parties shall at all times have the right to fully participate in not pay or settle any such defense at its own expense directly or through counselClaim; provided, however, that notwithstanding the foregoing, the indemnified party or parties shall have the right to pay or settle any such Claim at any time, provided that in such event they shall waive any right of indemnification therefor by the indemnifying party or parties. If the indemnifying party or parties do not make a timely election to undertake the good faith defense or settlement of the Claim as aforesaid, or if the named indemnifying parties fail to proceed with the action good faith defense or proceeding include both settlement of the matter after making such election, then, in either such event, the indemnified party or parties shall have the right to contest, settle or compromise (provided that all settlements or compromises require the prior reasonable consultation with the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense prior written consent of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and which consent shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by unreasonably withheld or delayed) the Claim at their exclusive discretion, at the risk and expense of the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defenseparties.

Third Party Claims. With The obligations and liabilities of Seller and Purchaser with respect to any claims made by an indemnified party which arise or result from claims for Damages made by third parties or for which liability may be asserted by any third party claimsincluding any Governmental Entity (a "Third-Party Claim"), if within twenty shall be subject to the following terms and conditions: (20i) days after receiving the notice described in clause (a) above The indemnified parties shall give the indemnifying party gives (i) prompt written notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of any such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expenseThird-Party Claim; provided, however, that failure to give such notification shall not affect the assumption of defense of any such matters by indemnification provided hereunder except to the extent the indemnifying party shall relate solely have been prejudiced as a result of such failure and provided that the indemnifying party shall not be responsible for any costs or expenses incurred prior to the claim, liability giving of such notice or expense that is subject or potentially subject arise as a result of such failure to indemnificationgive notice. The indemnifying party shall have the rightright to undertake the defense of any Third Party Claim by counsel reasonably satisfactory to the indemnified parties at the indemnifying party's sole expense; provided, that if the indemnifying party assumes such defense the indemnifying party shall control such defense and any contacts with third parties with respect to such Third Party Claim, however, the indemnified parties shall have the right to participate in the defense thereof and to employ counsel, at their own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense and all parties shall be afforded access to all information pertinent to the defense; provided, further, that the reasonable fees and expenses of one counsel to the indemnified parties will be indemnifiable hereunder if, in the reasonable view of counsel to the indemnified party, (x) a conflict of interest exists between the indemnifying party and the indemnified parties or (y) there may be legal defenses available to the indemnified parties which are different from or additional to those available to the indemnifying party; and (ii) Notwithstanding any provision in this Section 7.2(c) to the contrary, without the prior written consent of the indemnified party, parties (which consent shall not be unreasonably withheldconditioned, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided withheld or delayed), the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep not admit any liability with respect to, or settle, compromise or discharge, any Third-Party Claim or consent to the indemnified entry of any judgment with respect thereto. In addition, if notice of a Third Party Claim has not been provided, or if notice has been provided and the indemnifying party apprised shall have assumed the defense of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein statedThird-Party Claim, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly not admit any liability with respect to, or through counsel; providedsettle, howevercompromise or discharge, if the named parties any Third-Party Claim or consent to the action or proceeding include both entry of any judgment with respect thereto, without the prior written consent of the indemnifying party (which consent shall not be unreasonably conditioned, withheld or delayed), and the indemnifying party will not be subject to any liability for any such admission, settlement, compromise, discharge or consent to judgment made by an indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no without such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense prior written consent of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

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

Third Party Claims. With (a) In order for a party (the “indemnitee”) to be entitled to any indemnification provided for under this Agreement in respect to third of, arising out of, or involving a claim or demand made by any Person against the indemnitee (a “Third-Party Claim”), such indemnitee must notify the party claims, if within twenty from whom indemnification hereunder is sought (20the “indemnitor”) in writing of the Third-Party Claim no later than fifteen (15) days after receiving such claim or demand is first asserted. Such notice shall state in reasonable detail the notice described amount or estimated amount of such Third-Party Claim, and shall identify the specific basis (or bases) for such Third-Party Claim, including the representations, warranties or covenants in clause this Agreement alleged to have been breached. Failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnitor shall have been actually prejudiced as a result of such failure. Thereafter, the indemnitee shall deliver to the indemnitor, without undue delay, copies of all notices and documents (aincluding court papers received by the indemnitee) above relating to the indemnifying party gives Third-Party Claim so long as any such disclosure could not reasonably be expected, in the reasonable opinion of counsel, to have an adverse effect on the attorney-client or any other privilege that may be available to the indemnitee in connection therewith. (b) If a Third-Party Claim is made against an indemnitee and if (i) written notice the indemnitor irrevocably admits to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity indemnitee in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at writing its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep indemnitee for all liabilities and obligations relating to such Third-Party Claim, (ii) no claim for injunctive relief is being made against the indemnified party apprised of the status of the claimindemnitee, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information (iii) it is reasonably likely that the indemnified party shall reasonably request indemnitee will not suffer a Loss in excess of indemnitor’s indemnification obligations hereunder and shall consult with (iv) the indemnified party prior to acting on major mattersThird- Party Claim does not involve a Material Customer, including settlement discussions. Notwithstanding anything herein statedMaterial Supplier, or a Governmental Authority, the indemnified party shall at all times have indemnitor may elect to assume and control the right to fully participate in such defense thereof, at its own expense directly or through counsel; providedexpense, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have indemnitor that is reasonably acceptable to indemnitee by providing the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate indemnitee with the indemnifying party in such defense.notice within fifteen

Third Party Claims. With respect to If a claim by a third party claimsis made against any party or parties hereto and the party or parties against whom said claim is made intends to seek indemnification with respect thereto under Sections 4.11(b) or (c), if within twenty (20) days after receiving the notice described in clause (a) above party or parties seeking such indemnification shall promptly notify the indemnifying party gives (i) or parties, in writing, of such claim; provided, however, that the failure to give such notice shall not affect the rights of the indemnified party or parties hereunder except to the extent that such failure materially and adversely affects the indemnifying party or parties due to the inability to timely defend such action. The indemnifying party or parties shall have 10 business days after said notice is given to elect, by written notice given to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount or parties, to undertake, conduct and control, through counsel of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its their own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party choosing (subject to the consent of the indemnified party which or parties, such consent shall not to be unreasonably withheldwithheld or delayed) and at their sole risk and expense, the good faith settlement or defense of such claim, and the indemnified party or parties shall not be required to make any payment cooperate with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expenseparties in connection therewith; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, : (i) all settlements require prior reasonable consultation with the indemnified party and the prior written consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability withheld or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counseldelayed; provided, however, that no consultation or consent shall be required to the extent that the settlement (1) involves only the payment of money damages by the indemnifying party, (2) does not require the indemnified party to pay any monies in connection therewith, (3) does not involve any admission of liability on the part of the indemnified party, (4) provides for a full release in favor of the indemnified party with respect to the matter or claim at issue, and (5) would not have an adverse effect on the exploitation of the Assets by the Company or any successor-in-interest thereto, and (ii) the indemnified party or parties shall be entitled to participate in such settlement or defense through counsel chosen by the indemnified party or parties, provided that the fees and expenses of such counsel shall be borne by the indemnified party or parties. So long as the indemnifying party or parties are contesting any such claim in good faith, the indemnified party or parties shall not pay or settle any such claim; provided, however, that notwithstanding the foregoing, the indemnified party or parties shall have the right to pay or settle any such claim at any time, provided that in such event they shall waive any right of indemnification therefor by the indemnifying party or parties. If the indemnifying party or parties do not make a timely election to undertake the good faith defense or settlement of the claim as aforesaid, or if the named indemnifying parties fail to proceed with the action good faith defense or proceeding include both settlement of the matter after making such election, then, in either such event, the indemnified party or parties shall have the right to contest, settle or compromise (provided that all settlements or compromises require the prior reasonable consultation with the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense prior written consent of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and which consent shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by unreasonably withheld) the claim at their exclusive discretion, at the risk and expense of the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defenseparties.

Third Party Claims. With respect to third party claims, if within twenty (20) days after receiving the notice described in clause (a) above Subject to Section 10.4, the persons ------------------ indemnified under this Article X shall have the right to conduct and control, through a single counsel of their choosing, any third party claim, action or suit, and the persons indemnified may compromise or settle the same, provided that any of the indemnified persons shall give the indemnifying party advance notice of any proposed compromise or settlement. The indemnified persons shall permit the indemnifying party to participate in the defense of any such action or suit through counsel chosen by it, provided that the fees and expenses of such counsel shall be borne by the indemnifying party. Subject to Section 10.4, any compromise or settlement with respect to a claim for money damages effected by the indemnifying party after the indemnified party shall have disapproved such compromise or settlement shall discharge the indemnifying party from liability with respect to the subject matter thereof, and no amount in respect thereof shall be claimed as Loss or Expense under Section 10.4. (b) If the remedy sought in any action or suit referred to in paragraph (a) of this Section 10.6 is solely money damages and will have no continuing effect on the business of any indemnified person, the indemnifying party shall have 15 business days after receipt of the notice referred to in the last sentence of Section 10.5 to notify the indemnified persons that it elects to conduct and control such action or suit. If the indemnifying party does not give the foregoing notice, the indemnified persons shall have the right to defend, contest, settle or compromise such action or suit in the exercise of their exclusive discretion, and the indemnifying party shall, upon request from any of the indemnified persons, promptly pay to such indemnified persons in accordance with the other terms of this Article X of any Loss resulting from its liability to the third party claimant and all related Expense. If the indemnifying party gives (i) written notice to the indemnified party stating that (A) it would be liable under foregoing notice, the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at undertake, conduct and control, through counsel of its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party choosing and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the sole expense of the indemnifying party, undertake the defense conduct and settlement of (with counsel selected by such action or suit, and the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and persons shall cooperate with the indemnifying party in connection therewith; provided that (x) the indemnifying party-shall not thereby permit to exist any lien, encumbrance or other adverse charge upon any asset of any indemnified person; (y) the indemnifying party shall permit the indemnified persons to participate in such defenseconduct or settlement through counsel chosen by the indemnified persons, but the fees and expenses of such counsel shall be borne by the indemnified persons except as provided in clause (z) below; and (z) the indemnifying party shall agree promptly to reimburse to the extent required under this Article X the indemnified persons for the full amount of any Loss resulting from such action or suit and all related Expense incurred by the indemnified persons, except fees and expenses of a single counsel for the indemnified persons incurred after the assumption of the conduct and control of such action or suit by the indemnifying party. So long as the indemnifying party is contesting any such action or suit in good faith, the indemnified persons shall not pay or settle any such action or suit. Notwithstanding the foregoing, the indemnified persons shall have the right to pay or settle any such action or suit, provided that in such event the indemnified persons shall waive any right to indemnify therefor by the indemnifying party, and no amount in respect thereof shall be claimed as Loss or Expense under this Article X. (c) Limitation on Loss or Expense. No claim may be brought pursuant ----------------------------- to the provisions of Section 10.3 for any Loss or Expense or for any action arising under or in connection with the representations and warranties of the Sellers contained in this Agreement unless and until the aggregate amount of such claims exceeds $50,000 and then only to the extent of such excess over $50,000; provided, however, that this provision shall not apply to claims arising under Sections 4.13, 4.16, 4.17, and 4.22 of this Agreement. In no event shall a party against whom indemnification is claimed be liable for (i) Losses or Expenses in excess of the Purchase Price and no Shareholder shall indemnify Buyer for Losses and Expenses in excess of such shareholder's prorata share of the Purchase Price.

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

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

Third Party Claims. With respect to third party claims, if within twenty (20) days after receiving the notice described in clause (a) above Each of the indemnifying parties must follow the procedures set forth in the following paragraphs of this Section 12.6 in order to be entitled to indemnification with respect to claims resulting from the assertion of liability by persons or entities not parties to this Agreement, including claims by any Authority for penalties, fines and assessments. (b) The party gives (i) seeking indemnification shall give prompt written notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount from whom indemnification is sought of such any assertion of liability by a third party which might give rise to a claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to by the indemnified party against the indemnifying party based on the indemnity agreements contained in this Agreement, stating the nature and basis of the assertion and the amount thereof, to the extent known. (c) In the event that any Legal Action is brought against an indemnified party with respect to which the indemnifying party may have liability under an indemnity agreement contained in this Agreement, the Legal Action shall, upon the written agreement of the indemnifying party that it is obligated to indemnify under such claim will an indemnity agreement, be promptly paid in full if required, then counsel for the defense shall be selected defended by the indemnifying party (subject to and such defense shall include all appeals or reviews which counsel for the consent of indemnifying party shall deem appropriate. In any such Legal Action the indemnified party which consent shall have the right to be represented by advisory counsel and accountants, at its own expense, and the indemnifying party shall keep the indemnified party fully informed as to such proceeding, at all stages thereof, whether or not be unreasonably withheldthe indemnified party is represented by its own counsel. (d) Until the indemnifying party shall have assumed the defense of any Legal Action, or if the indemnified and indemnify- ing parties are both named parties in such Legal Action and the indemnified party shall not have reasonably concluded that there may be required defenses available to make any payment with respect it that are materially different from or in addition to such claim, liability or expense as long as the defenses available to the indemnifying party is conducting (in which case the indemnifying party shall not be entitled to assume the defense of such Legal Action, but shall remain responsible for its obligation as an indemnitor), all legal and other reasonable expenses incurred by the indemnified party as a good faith result of such Legal Action shall be borne by the indemnifying party. In such event, the indemnified party shall make available to the indemnifying party and diligent defense at its own expense; providedattorneys and accountants, howeverfor review and copying, that its books and records relating to such Legal Action and the assumption of parties shall render to each other such assistance as may reasonably be requested to facilitate the proper and adequate defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. Legal Action. (e) The indemnifying party shall have not make any settlement of any claim without the right, with the written consent of the indemnified party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to settle all indemnifiable matters related withhold consent to claims by third parties which are susceptible to being settled provided a settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees, business or methods of doing business. (f) The indemnifying parties' obligation party shall be relieved of its obliga- tion to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action extent that any failure to give or proceeding include both the indemnifying party and the indemnified party and representation of both parties delay in giving timely notice as required by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by this Section 12.6 prejudices the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

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

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

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

Third Party Claims. With If any legal proceedings are instituted or any claim is asserted by any third party with respect to third which the Seller Indemnified Parties on the one hand, or the Buyer Indemnified Parties on the other hand, may be entitled to indemnity hereunder, the party claims, if within twenty (20) days after receiving asserting such right to indemnity will give the notice described in clause (a) above the indemnifying party gives (i) from whom indemnity is sought written notice thereof, including copies of any legal proceedings or documents associated therewith. A delay in giving notice will only relieve the recipient of liability to the indemnified extent the recipient suffers actual prejudice because of the delay. The party stating from whom indemnity is sought will have the right, at its option and expense, to participate in the defense of such a proceeding or claim, but not to control the defense, negotiation or settlement thereof, which control will (except as hereinafter provided) at all times rest with the party asserting such right to indemnity, unless, and to the extent that (A) the proceeding or claim involves money damages and the party from whom indemnity is sought irrevocably acknowledges in writing complete responsibility for and agrees to indemnify the party asserting such right to indemnity, in which case the party from whom indemnity is sought may assume the control of the monetary damage portion of such defense through counsel of its choice and at its expense, but the party asserting such right to indemnity will continue to have the right to be represented in the monetary aspect of such defense, at its own expense, by counsel of its choice, and in all events will retain control of the defense of a proceeding or claim to the extent that it would involves other than monetary damages. If the party from whom indemnity is sought does not assume control of the defense of such a proceeding or claim, the entire defense of the proceeding or claim by the party asserting such right to indemnity, any settlement made by the party asserting such right to indemnity, and any judgment entered in the proceeding or claim will be liable under deemed to have been consented to by, and will be binding on, the provisions hereof for party from whom indemnity is sought as fully as though it alone had assumed the defense thereof and a judgment had been entered in the proceeding or claim in the amount of such settlement or judgment, except that the right of the party from whom indemnity is sought to contest the right of the other to indemnification under this Agreement with respect to the proceeding or claim if will not be extinguished. If the party from whom indemnity is sought does assume control of the defense of such claim were successful and (B) that it disputes and intends to defend against such a proceeding or claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to it will not, without the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the prior written consent of the indemnified party asserting such right to indemnity, settle the proceeding or claim or consent to entry of any judgment relating thereto which consent shall does not be unreasonably withheld) include as an unconditional term thereof the giving by the claimant to the party asserting such right to indemnity a release from all Liability in respect of the proceeding or claim and such settlement is solely for monetary damages. The parties hereto agree to cooperate fully with each other in connection with the indemnified party shall not be required to make any payment with respect to such claimdefense, liability negotiation or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense settlement of any such matters by the indemnifying party shall relate solely to the proceeding or claim, liability or expense that is subject or potentially subject including reasonable and necessary access to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defensepersonnel.

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

Third Party Claims. With If any legal proceedings are instituted or any claim is asserted by any third party with respect to third which Seller Indemnified Parties on the one hand, or the Buyer Indemnified Parties on the other hand, may be entitled to indemnity hereunder, the party claims, if within twenty (20) days after receiving asserting such right to indemnity will give the notice described in clause (a) above the indemnifying party gives (i) from whom indemnity is sought written notice thereof, including copies of any legal proceedings or documents associated therewith. A delay in giving notice will only relieve the recipient of liability to the indemnified extent the recipient suffers actual prejudice because of the delay. The party stating from whom indemnity is sought will have the right, at its option and expense, to participate in the defense of such a proceeding or claim, but not to control the defense, negotiation or settlement thereof, which control will (except as hereinafter provided) at all times rest with the party asserting such right to indemnity, unless, and to the extent that (A) the proceeding or claim involves money damages and the party from whom indemnity is sought irrevocably acknowledges in writing complete responsibility for and agrees to indemnify the party asserting such right to indemnity, in which case the party from whom indemnity is sought may assume the control of the monetary damage portion of such defense through counsel of its choice and at its expense, but the party asserting such right to indemnity will continue to have the right to be represented in the monetary aspect of such defense, at its own expense, by counsel of its choice, and in all events will retain control of the defense of a proceeding or claim to the extent that it would involves other than monetary damages. If the party from whom indemnity is sought does not assume control of the defense of such a proceeding or claim, the entire defense of the proceeding or claim by the party asserting such right to indemnity, any settlement made by the party asserting such right to indemnity, and any judgment entered in the proceeding or claim will be liable under deemed to have been consented to by, and will be binding on, the provisions hereof for party from whom indemnity is sought as fully as though it alone had assumed the defense thereof and a judgment had been entered in the proceeding or claim in the amount of such settlement or judgment, except that the right of the party from whom indemnity is sought to contest the right of the other to indemnification under this Agreement with respect to the proceeding or claim if will not be extinguished. If the party from whom indemnity is sought does assume control of the defense of such claim were successful and (B) that it disputes and intends to defend against such a proceeding or claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to it will not, without the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the prior written consent of the indemnified party asserting such right to indemnity, settle the proceeding or claim or consent to entry of any judgment relating thereto which consent shall does not be unreasonably withheld) include as an unconditional term thereof the giving by the claimant to the party asserting such right to indemnity a release from all Liability in respect of the proceeding or claim and such settlement is solely for monetary damages. The parties hereto agree to cooperate fully with each other in connection with the indemnified party shall not be required to make any payment with respect to such claimdefense, liability negotiation or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense settlement of any such matters by the indemnifying party shall relate solely to the proceeding or claim, liability or expense that is subject or potentially subject including reasonable and necessary access to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defensepersonnel.

Third Party Claims. With The obligation of an indemnifying party to indemnify another party to this Agreement under the provisions of this Article X with respect to third party claimsclaims resulting from the assertion of liability by Persons not parties to this Agreement (including governmental claims for penalties, if within twenty (20fines and assessments) days after receiving shall be subject to the notice described in clause following terms and conditions: (a) above the indemnifying The indemnified party gives (i) shall give written notice to the indemnifying party of any assertion of liability by a third party which might give rise to a claim for indemnification, which notice shall state the nature and basis of the assertion and the amount thereof, to the extent known, provided, however, that no delay on the part of the indemnified party stating that in giving notice shall relieve the indemnifying party of any obligation to indemnify unless (and then solely to the extent that) the indemnifying party is prejudiced by such delay. (b) If any action, suit or proceeding (a “Legal Action”) is brought against an indemnified party with respect to which the indemnifying party may have an obligation to indemnify, the Legal Action shall be defended by the indemnifying party and such defense shall include all proceedings and appeals which counsel for the indemnified party shall deem appropriate. (c) Notwithstanding the provisions of the previous subsection, until the indemnifying party shall have assumed the defense of any such Legal Action, the defense shall be handled by the indemnified party. Furthermore, (A) it would if the indemnified party shall have reasonably concluded that there are likely to be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance defenses available to the indemnified party that such claim are different from or in addition to those available to the indemnifying party; (B) if the indemnifying party fails to provide the indemnified party with evidence reasonably acceptable to the indemnified party that the indemnifying party has sufficient financial resources to defend and fulfill its indemnification obligation with respect to the Legal Action; (C) if the Legal Action involves other than money damages and seeks injunctive or other equitable relief; or (D) if a judgment against the indemnified party will, in the good faith opinion of the indemnified party, establish a custom or precedent that will be promptly paid in full if requiredadverse to the best interests of its continuing business, then counsel for the indemnifying party shall not be entitled to assume the defense of the Legal Action and the defense shall be selected handled by the indemnified party. If the defense of the Legal Action is handled by the indemnified party under the provisions of this subsection, the indemnifying party shall pay all legal and other expenses reasonably incurred by the indemnified party in conducting such defense. (d) In any Legal Action initiated by a third party and defended by the indemnifying party party, (subject to the consent of the indemnified party which consent shall not be unreasonably withheldA) and the indemnified party shall not have the right to be required to make any payment with respect to such claimrepresented by advisory counsel and accountants, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by (B) the indemnifying party shall relate solely keep the indemnified party fully informed as to the claimstatus of such Legal Action at all stages thereof, liability whether or expense that not the indemnified party is subject or potentially subject to indemnification. The represented by its own counsel, (C) the indemnifying party shall have make available to the rightindemnified party, with and its attorneys, accountants and other representatives, all books and records of the indemnifying party relating to such Legal Action, and (D) the parties shall render to each other such assistance as may be reasonably required in order to ensure the proper and adequate defense of the Legal Action. (e) In any Legal Action initiated by a third party and defended by the indemnifying party, the indemnifying party shall not make any settlement of any claim without the written consent of the indemnified party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to settle all indemnifiable matters related withhold consent to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify a settlement involving injunctive or other equitable relief against the indemnified party therefor will be fully satisfied. The indemnifying party shall keep or its assets, employees or business, or relief which the indemnified party apprised of the status of the claim, liability reasonably believes could establish a custom or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties precedent which will be adverse to the action or proceeding include both the indemnifying party and the indemnified party and representation best interests of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defensecontinuing business.

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

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

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

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

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

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

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

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

Third Party Claims. With In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to third party claimseither paragraph (n) or paragraph (o) above, if within twenty such Person (20the "indemnified party") days after receiving shall promptly notify the notice described Person against whom such indemnity may be sought (the "indemnifying party") in clause (a) above writing and the indemnifying party gives (i) written notice party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to represent the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by and any others the indemnifying party (subject may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to the consent of the such proceeding. In any such proceeding, any indemnified party which consent shall not have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be unreasonably withheldat the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely have mutually agreed to the claim, liability retention of such counsel or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if (ii) the named parties to the action or any such 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 under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying partydue to actual or potential differing interests between them. If no such notice of intent to dispute and defend It is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance understood that the indemnifying party may reasonably request shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (a) the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for the Designated Holders and all Persons, if any, who control any Designated Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or any Person under common control with, or controlled by, any Designated Holder, (b) the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for ProxyMed, its directors, its officers who sign the Registration Statement and each Person, if any, who controls ProxyMed within the meaning of either such Section and (c) the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all Holders and all Persons, if any, who control any Holders within the meaning of either such Section, and that all such reasonable fees and expenses shall cooperate be reimbursed as they are incurred. In such case involving the Designated Holders and Persons who control the Designated Holders or any Person under common control with, or controlled by, any Designated Holder such firm shall be designated in writing by Designated Holders' Representative. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which such defenseindemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

Third Party Claims. With respect to If a claim by a third party claimsis made against any party or parties hereto and the party or parties against whom said claim is made intends to seek indemnification with respect thereto under Sections 10.1 or 10.3, if within twenty (20) days after receiving the notice described in clause (a) above party or parties seeking such indemnification shall promptly notify the indemnifying party gives (i) or parties, in writing, of such claim; provided, however, that the failure to give such notice shall not affect the rights of the indemnified party or parties hereunder except to the extent that such failure materially and adversely affects the indemnifying party or parties due to the inability to timely defend such action. The indemnifying party or parties shall have 10 business days after said notice is given to elect, by written notice given to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount or parties, to undertake, conduct and control, through counsel of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its their own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party choosing (subject to the consent of the indemnified party which or parties, such consent not to be unreasonably withheld (it being understood that such consent shall not be unreasonably withheldwithheld (i) in the event that the indemnifying party is any Seller or any Principal and such counsel is Mayer, Brown, Rowe & Maw ▇▇▇ or (ii) in the event that the indemnifying party ▇▇ ▇uy▇▇ ▇nd such counsel is Blank Rome LLP) and at their sole risk and expense, the good faith settlement or defense of such claim, and the indemnified party or parties shall not be required to make any payment cooperate with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expenseparties in connection therewith; provided, however, that : (a) all settlements require the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, prior reasonable consultation with the indemnified party and the prior written consent of the indemnified party, which consent shall not be unreasonably withheldwithheld (provided, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided that, no such consent will be required in the indemnifying parties' obligation to indemnify event that such settlement contains (i) no admission of liability and (ii) an unconditional release of the indemnified party therefor will be fully satisfied. The indemnifying party shall keep from any and all Liability in respect thereof), and (b) the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding parties shall be entitled to participate in such settlement or enforcement action, shall furnish defense through counsel chosen by the indemnified party with all documents or parties, provided that the fees and information that expenses of such counsel shall be borne exclusively by the indemnified party or parties. No indemnified party or parties shall reasonably request have the right to pay or settle any such claim at any time without the prior consent of the indemnifying party, provided that in such event they shall waive any right of indemnification therefor by the indemnifying party or parties. If the indemnifying party or parties do not contest in good faith any such claim and shall consult fail to make a timely election to undertake the good faith defense or settlement of the claim as aforesaid, or if the indemnifying parties fail to proceed with the indemnified party prior good faith defense or settlement of the matter after making such election to acting on major mattersproceed, including settlement discussions. Notwithstanding anything herein statedthen, in either such event, the indemnified party or parties shall at all times have the right to fully participate in such defense at its own expense directly contest, settle or through counsel; provided, however, if compromise (provided that all settlements or compromises require the named parties to the action or proceeding include both prior reasonable consultation with the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense prior written consent of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and which consent shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by unreasonably withheld) the claim at their exclusive discretion, at the risk and expense of the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defenseparties.

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

Third Party Claims. With respect to If a claim by a third party claimsis made against ----------------- an indemnified party (i.e., a Purchaser Indemnified Party, SPE Indemnified Party, Company Indemnified Party, Fairfax Indemnified Party or IP Indemnified Party), and if within such indemnified party intends to seek indemnity with respect thereto under this Article IX, such indemnified party shall promptly notify the indemnifying party in writing of such claims setting forth such claims in reasonable detail. The indemnifying party shall have twenty (20) days after receiving the notice described in clause (a) above the indemnifying party gives (i) written receipt of such notice to undertake, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and the indemnified party stating shall cooperate with it in connection therewith; provided, however, that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to -------- ------- the indemnified party may participate in such settlement or defense through counsel chosen by such indemnified party, provided that the fees and expenses of such claim will be promptly paid in full if required, then counsel for the defense shall be selected borne by such indemnified party unless the indemnified party shall have reasonably determined that representation by the same counsel would be inappropriate due to actual or potential differing interests between them and, in that event, the fees and expenses of such counsel shall be paid by the indemnifying party (and the indemnifying party shall not assume the defense of such action or proceeding on such indemnified party's behalf. If the indemnifying party assumes such defense, the indemnified party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party, it being understood that the indemnifying party shall control such defense. In the event that the indemnifying party assumes such defense, the indemnified party shall cooperate with the indemnifying party in such defense and make available to the indemnifying party, at the indemnifying party's expense, all pertinent records, materials and information in its possession or under its control relating thereto as is reasonably required by the indemnifying party, subject to attorney-client privilege. The indemnified party shall not pay or settle any claim which the indemnifying party is contesting without the prior written consent of the indemnified party indemnifying party, which consent shall not be unreasonably withheld) and . Without the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the prior written consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation party shall not settle any claim with respect to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep unless such settlement contains an unconditional release of the indemnified party apprised of from any and all liability with respect to such third party claim. If the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish indemnifying party does not notify the indemnified party with all documents and information that within twenty (20) days after the receipt of the indemnified party shall reasonably request and shall consult with party's notice of a claim of indemnity hereunder that it elects to undertake the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stateddefense thereof, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly contest, settle or through counsel; provided, however, if compromise the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party claim but shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the thereby waive any right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defenseindemnity therefor pursuant to this Agreement.

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

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

Third Party Claims. With respect to third party claims, if within twenty (20) days after receiving the notice described in clause (a) above Each of the indemnifying parties must follow the procedures set forth in the following paragraphs of this Section 12.6 in order to be entitled to indemnification with respect to claims resulting from the assertion of liability by persons or entities not parties to this Agreement, including claims by any Authority for penalties, fines and assessments. (b) The party gives (i) seeking indemnification shall give prompt written notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount from whom indemnification is sought of such any assertion of liability by a third party which might give rise to a claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to by the indemnified party against the indemnifying party based on the indemnity agreements contained in this Agreement, stating the nature and basis of the assertion and the amount thereof, to the extent known. (c) In the event that any Legal Action is brought against an indemnified party with respect to which the indemnifying party may have liability under an indemnity agreement contained in this Agreement, the Legal Action shall, upon the written agreement of the indemnifying party that it is obligated to indemnify under such claim will an indemnity agreement, be promptly paid in full if required, then counsel for the defense shall be selected defended by the indemnifying party (subject to and such defense shall include all appeals or reviews which counsel for the consent of indemnifying party shall deem appropriate. In any such Legal Action the indemnified party which consent shall have the right to be represented by advisory counsel and accountants, at its own expense, and the indemnifying party shall keep the indemnified party fully informed as to such proceeding, at all stages thereof, whether or not be unreasonably withheldthe indemnified party is represented by its own counsel. (d) Until the indemnifying party shall have assumed the defense of any Legal Action, or if the indemnified and indemnifying parties are both named parties in such Legal Action and the indemnified party shall not have reasonably concluded that there may be required defenses available to make any payment with respect it that are materially different from or in addition to such claim, liability or expense as long as the defenses available to the indemnifying party is conducting (in which case the indemnifying party shall not be entitled to assume the defense of such Legal Action, but shall remain responsible for its obligation as an indemnitor), all legal and other reasonable expenses incurred by the indemnified party as a good faith result of such Legal Action shall be borne by the indemnifying party. In such event, the indemnified party shall make available to the indemnifying party and diligent defense at its own expense; providedattorneys and accountants, howeverfor review and copying, that its books and records relating to such Legal Action and the assumption of parties shall render to each other such assistance as may reasonably be requested to facilitate the proper and adequate defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. Legal Action. (e) The indemnifying party shall have not make any settlement of any claim without the right, with the written consent of the indemnified party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to settle all indemnifiable matters related withhold consent to claims by third parties which are susceptible to being settled provided a settlement involving injunctive or other equitable relief against the indemnified party or its assets, employees, business or methods of doing business. (f) The indemnifying parties' party shall be relieved of its obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action extent that any failure to give or proceeding include both the indemnifying party and the indemnified party and representation of both parties delay in giving timely notice as required by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by this Section 12.6 prejudices the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With respect to If a claim by a third party claimsis made against a party indemnified pursuant to this Article VIII, and if within twenty (20) days after receiving the notice described in clause (a) above the indemnifying party gives (i) written notice to the such indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claimseek indemnity with respect thereto under this Article VIII, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make promptly (and in any payment with respect to case within 30 days after such claim, liability or expense as long as claim being made) notify the indemnifying party is conducting a good faith and diligent defense at its own expenseof such claim; provided, however, that any failure of the assumption of defense of any such matters by indemnified party to notify promptly the indemnifying party of such claim shall relate solely not relieve the indemnifying party of its obligations pursuant to this Article VIII except to the claimextent that the indemnifying party would be materially prejudiced under this Article VIII as a result of such failure. Upon acknowledging in writing its obligation to indemnify such indemnified party hereunder, liability or expense that is subject or potentially subject to indemnification. The the indemnifying party shall have the rightright (but not the obligation) to undertake, conduct and control, through counsel of its own choosing and at the indemnifying party’s expense, the settlement or defense thereof, provided the indemnifying party (i) proceeds in good faith, expeditiously and diligently and (ii) provides the indemnified party a written undertaking reasonably acceptable as to form and substance to the indemnified party (A) to absolutely and unconditionally, irrespective of any defense based on this Article VIII or otherwise, pay promptly the full amount of any final judgment with respect to such claim and (B) to post any necessary bonds or other security required in order to stay any judgment pending an appeal in the event that the indemnifying party shall elect to prosecute such appeal; the indemnified party shall cooperate with the indemnifying party or parties electing to defend in connection therewith, provided that the indemnifying party shall permit the indemnified party or parties to participate in such settlement or defense through counsel chosen by the indemnified party, provided that (except as provided below) the fees and expenses of such counsel shall be borne by the indemnified party. Without the prior written consent of the indemnified party, which consent shall not unreasonably be unreasonably withheldwithheld or delayed, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify party will not enter into any settlement of any such claim. If the indemnifying party does not serve on the indemnified party therefor will be fully satisfied. The indemnifying party shall keep by certified mail, postage prepaid, return receipt requested, a written notice of its intention to defend or does not commence to contest any matter within 10 Business Days after receipt of notice from the indemnified party apprised of the status existence of such matter, or if the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish indemnifying party disputes it is liable to the indemnified party with all documents for any sum pursuant to this Article VIII or fails to deliver the undertaking described above, the right to defend such claim shall be deemed waived, and information that the indemnified party shall reasonably request have full right and power to defend or otherwise deal with, settle and dispose of the matter (and, subject to Section 8.2, shall consult with be indemnified for the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in fees and expenses of counsel retained for such defense at its own expense directly or through counselpurpose); provided, however, if the named parties to the action or proceeding include both the indemnifying party and that the indemnified party and representation of both or parties by will not enter into any settlement or pay (except pursuant to a final court order or judgment) any such claim without the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense prior written consent of the indemnifying party, undertake which consent shall not unreasonably be withheld or delayed. Notwithstanding the defense of (with counsel selected by foregoing, the indemnified party), and party or parties shall have the right to compromise pay or settle (exercising reasonable business judgment)any such claim without the prior written consent of the indemnifying party, provided that in such claim, liability event such party or expense. If such claim, liability or expense is one that by its nature cannot be defended solely parties shall waive any right to indemnity therefor by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defense.

Third Party Claims. With respect to third party claims, if within twenty (20) days after receiving the notice described in clause (a) above the indemnifying party gives (i) written notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party (subject to the consent of the indemnified party which consent shall not be unreasonably withheld) and the indemnified party shall not be required to make any payment with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party against whom a Claim is brought shall have the right, at its sole option and expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the indemnified party, and to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Losses indemnified against hereunder. If the indemnifying party elects to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Losses indemnified against hereunder, it shall within five (5) days (or sooner, if the nature of the Claim so requires) notify the indemnified party of its intent to do so. If the indemnifying party elects not to defend against, negotiate, settle or otherwise deal with any Claim which relates to any Losses indemnified against hereunder, fails to notify the indemnified party of its election as herein provided or contests its obligation to indemnify the indemnified party for such Losses under this Agreement, the indemnified party may defend against, negotiate, settle or otherwise deal with such Claim. If the indemnified party defends any Claim, then the indemnifying party shall reimburse the indemnified party for the Expenses of defending such Claim upon submission of periodic bills. If the indemnifying party shall assume the defense of any Claim, the indemnified party may participate, at its own expense, in the defense of such Claim. The indemnified party shall not enter into any settlement arrangement with respect to a Claim without the prior written consent of the indemnified indemnifying party, which consent shall not be unreasonably withheld. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such Claim. After any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction and the expiration of the time in which to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify appeal therefrom, or a settlement shall have been consummated, or the indemnified party therefor will be fully satisfied. The and the indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party have arrived at a mutually binding agreement with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior respect to acting on major matters, including settlement discussions. Notwithstanding anything herein stateda Claim hereunder, the indemnified party shall at all times have the right forward to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party notice of any sums due and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid owing by the indemnifying party. If no party pursuant to this Agreement with respect to such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defensematter.

Third Party Claims. With respect to If a claim by a third party claimsis made against any of the indemnified parties, and if within twenty such indemnified party intends to seek indemnity with respect thereto under this Article Nine, such indemnified party shall promptly notify the indemnifying party of the claim. The indemnifying party shall have thirty (2030) days after receiving receipt of the notice described in clause (a) above the indemnifying party gives (i) written above-mentioned notice to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount undertake, conduct and control, through counsel of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party choosing (subject to the consent of the indemnified party which party, such consent shall not to be unreasonably withheldwithheld or delayed) and at its expense, the settlement or defense therefor, and the indemnified party shall cooperate with it in connection therewith; provided that: (i) the indemnifying party shall not thereby permit to exist any Lien upon any asset of the indemnified party, (ii) the indemnifying party shall permit the indemnified party to participate in such settlement or defense through counsel chosen by the indemnified party, provided that the fees and expenses of such counsel shall be required borne by the indemnified party, and (iii) the indemnifying party shall agree promptly to make reimburse the indemnified party for the full amount of any payment with respect to loss resulting from such claim, liability or claim and all related expense as incurred by the indemnified party. So long as the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that the assumption of defense of reasonably contesting any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, with the consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein statedclaim in good faith, the indemnified party shall at all times not pay or settle any such claim. Notwithstanding the foregoing, the indemnified party shall have the right to fully participate pay or settle any such claim, provided that in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for event the indemnified party shall be paid waive any right to indemnity therefor by the indemnifying party. If no such the indemnifying party does not notify the indemnified party within thirty (30) days after receipt of the indemnified party's notice of intent to dispute and defend is given by a claim of indemnity hereunder that the indemnifying party, or if such diligent good faith party elects to undertake the defense is not being or ceases to be conductedthereof, the indemnified party shallshall have the right to contest, settle or compromise the claim in the exercise of its exclusive discretion at the expense of the indemnifying party. The indemnified party shall, undertake however, notify the defense indemnifying party of (with counsel selected by any compromise or settlement of any such claim. Notwithstanding anything to the indemnified party)contrary in this Section 9.5, and the Allied Parties shall have the right to compromise elect to undertake, conduct and control, through counsel of their choosing, the settlement or settle (exercising reasonable business judgment)defense of any claims asserted by a third party that is a customer of an Allied Party or an Acquired Ryder Entity, such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance provided that the indemnifying Allied Parties will consult with RSI prior to settling any such third party may reasonably request and customer claims. Nothing contained in this Section 9.5 shall cooperate with be construed as a limitation on the indemnifying right of any party in such defenseto indemnification under Article Nine.

Third Party Claims. With respect to If a claim by a third party claimsis made against any party or parties hereto and the party or parties against whom said claim is made intends to seek indemnification with respect thereto under Sections 5.2 or 5.3, if within twenty (20) days after receiving the notice described in clause (a) above party or parties seeking such indemnification shall promptly notify the indemnifying party gives (i) or parties, in writing, of such claim; provided, however, that the failure to give such notice shall not affect the rights of the indemnified party or parties hereunder except to the extent that such failure materially and adversely affects the indemnifying party or parties due to the inability to timely defend such action. The indemnifying party or parties shall have 10 business days after said notice is given to elect, by written notice given to the indemnified party stating that (A) it would be liable under the provisions hereof for indemnity in the amount or parties, to undertake, conduct and control, through counsel of such claim if such claim were successful and (B) that it disputes and intends to defend against such claim, liability or expense at its their own cost and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party choosing (subject to the consent of the indemnified party which or parties, such consent shall not to be unreasonably withheld) and at their sole risk and expense, the good faith settlement or defense of such claim, and the indemnified party or parties shall not be required to make any payment cooperate with respect to such claim, liability or expense as long as the indemnifying party is conducting a good faith and diligent defense at its own expenseparties in connection therewith; provided, however, that the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. The indemnifying party shall have the right, : (a) all settlements require prior reasonable consultation with the indemnified party and the prior written consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify and (b) the indemnified party therefor will or parties shall be fully satisfied. The indemnifying party shall keep entitled to participate in such settlement or defense through counsel chosen by the indemnified party apprised or parties, provided that the fees and expenses of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, such counsel shall furnish be borne by the indemnified party with all documents and information that or parties. So long as the indemnified indemnifying party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein statedor parties are contesting any such claim in good faith, the indemnified party or parties shall at all times have the right to fully participate in not pay or settle any such defense at its own expense directly or through counselclaim; provided, however, that notwithstanding the foregoing, the indemnified party or parties shall have the right to pay or settle any such claim at any time, provided that in such event they shall waive any right of indemnification therefor by the indemnifying party or parties. If the indemnifying party or parties do not make a timely election to undertake the good faith defense or settlement of the claim as aforesaid, or if the named indemnifying parties fail to proceed with the action good faith defense or proceeding include both settlement of the matter after making such election, then, in either such event, the indemnified party or parties shall have the right to contest, settle or compromise (provided that all settlements or compromises require the prior reasonable consultation with the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense prior written consent of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and which consent shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by unreasonably withheld) the claim at their exclusive discretion, at the risk and expense of the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defenseparties.

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

Third Party Claims. With respect to third party claims, if within twenty (20) days after receiving the notice described in clause (a) above the indemnifying party gives (i) Any claim or claims under this Agreement or the Shareholder Letters may be made jointly by the Merger Purchaser and the Surviving Corporation or by NewCo. In the event any claim or claims are asserted, if either the Merger Purchaser and the Surviving Corporation or NewCo are not a party to the assertion of the claim, then the party or parties making claim or claims shall also notify the other party (the Merger Purchaser and the Surviving Corporation or NewCo, as the case may be) at the time it makes its or their claim or claims under this Agreement or the Shareholder Letters, and the party so notified shall become a party in interest to the resolution of such claim or claims and shall be bound by any resolution of the claim unless such party has incurred separate Damages therefrom, in which case such party shall be entitled to a separate resolution regarding the amount of its Damages. Claims made by the Shareholders shall be made by and through the Shareholder Representatives. The indemnified party shall give written notice to the indemnifying party of any claim or claims asserted against the indemnified party by any third Person within thirty (30) days after obtaining actual knowledge thereof, stating that (A) it would be liable under the provisions hereof for indemnity in the amount nature and basis of such claim if and the amount thereof, in reasonable detail, to the extent then known by the indemnified party and signed by all the requisite parties. Failure to provide such notice shall not act as a waiver of the indemnified party’s rights with respect to such claim were successful unless, and (B) that it disputes and intends only to the extent that, such failure materially adversely affects the indemnifying party’s ability to defend against against, minimize or eliminate Damages arising out of such claim. In the event of any litigation or proceeding by or with any third Person, the indemnified party shall keep the indemnifying party informed and, unless the indemnifying party exercises the right of control set forth in Section 11.6(a)(ii) below, shall use all reasonable efforts to defend such claim, liability litigation, investigation or expense at proceeding with its or his own cost legal counsel and expense and (ii) provides reasonable assurance to the indemnified party that such claim will be promptly paid in full if required, then counsel for the present any defense shall be selected reasonably suggested by the indemnifying party or its or his counsel. (subject ii) The indemnifying party shall have the right to participate in such third party claim or litigation, at its own expense, and, upon notice to the indemnified party, to assume and control, at its own expense, the defense or prosecution thereof, as the case may be, with counsel approved by the indemnified party (which approval shall not be unreasonably withheld or delayed). Notwithstanding the foregoing, the indemnified party shall have the right to assume control of such defense or prosecution if and only if (A) the assumption or control of such defense or prosecution by the indemnified party has been authorized in writing by the indemnifying party, (B) the indemnified party has reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party or (C) the indemnifying party has not in fact employed counsel to assume the defense or prosecution of such action promptly after receiving notice of the commencement thereof, in each of which cases the reasonable fees and expenses of counsel will be paid by the indemnifying party, and the indemnified party shall assume and control the defense or prosecution of such action, and the indemnifying party shall reimburse or pay such reasonable fees and expenses as they are incurred. If the indemnifying party assumes such defense or prosecution in accordance with this Section 11.6(a)(ii), it shall have no liability for any legal or other expenses subsequently incurred by the indemnified party in connection with such litigation or proceeding (other than the reasonable out-of-pocket costs and attorneys’ fees of investigation and cooperation with the indemnifying party that may be requested by the indemnifying party in such defense or prosecution and as contemplated in Section 11.6(a)(iii)) but the indemnifying party shall thereafter indemnify and hold the indemnified party and its Affiliates harmless from and against all Damages with respect to such litigation or proceeding in accordance with the terms of this Agreement. (iii) The indemnified party shall have the right to participate, and cooperate, in the defense of a Claim for which the indemnifying party has assumed control pursuant to Section 11.6(a)(ii) and may retain separate co-counsel at its sole cost and expense (except that the indemnifying party shall be responsible for the fees and expenses of the separate co-counsel to the extent the indemnified party concludes reasonably that the counsel the indemnifying party has selected has a conflict of interest). (iv) The indemnified party shall not make, or offer to make, any settlement of any litigation or proceeding which might give rise to a right of indemnification from the indemnifying party without the consent of the indemnified party such indemnifying party, which consent shall not be unreasonably withheld) and withheld or delayed; provided that the indemnified party shall not be required may do so without such consent if (A) it elects to make any payment waive its right of indemnification with respect to the amount of such claim, liability settlement in connection with such litigation or expense as long as proceeding or (B) the indemnifying party is conducting a good faith and diligent defense at its own expense; provided, however, that fails to or declines to defend the assumption of defense of any indemnified party in such matters by the indemnifying party shall relate solely to the claim, liability litigation or expense that is subject or potentially subject to indemnificationproceeding. The indemnifying party shall have not consent to the rightentry of any judgment with respect to the matter, or enter into any settlement, which does not include a provision whereby the plaintiff or claimant in the matter releases the indemnified party from all liability with respect thereto, without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the indemnifying parties' obligation to indemnify the indemnified party therefor will be fully satisfied. The indemnifying party shall keep the indemnified party apprised of the status of the claim, liability withheld or expense and any resulting suit, proceeding or enforcement action, shall furnish the indemnified party with all documents and information that the indemnified party shall reasonably request and shall consult with the indemnified party prior to acting on major matters, including settlement discussions. Notwithstanding anything herein stated, the indemnified party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel; provided, however, if the named parties to the action or proceeding include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the indemnified party shall be paid by the indemnifying party. If no such notice of intent to dispute and defend is given by the indemnifying party, or if such diligent good faith defense is not being or ceases to be conducted, the indemnified party shall, at the expense of the indemnifying party, undertake the defense of (with counsel selected by the indemnified party), and shall have the right to compromise or settle (exercising reasonable business judgment), such claim, liability or expense. If such claim, liability or expense is one that by its nature cannot be defended solely by the indemnifying party, then the indemnified party shall make available all information and assistance that the indemnifying party may reasonably request and shall cooperate with the indemnifying party in such defensedelayed.

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

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

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