Common use of Indemnification Claims Clause in Contracts

Indemnification Claims. (a) An Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given within 20 days after receipt by the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnification Claims. (a) An In the event that any of the Parties are entitled, or seek to assert rights, to indemnification under this Article VI, the Party or Parties seeking indemnification (the “Indemnified Party Parties”) shall give written notification to the other Party or Parties (the “Indemnifying Party Parties”) of the commencement of any Third Party Actionsuit or proceeding relating to a third party claim for which indemnification pursuant to this Article VI may be sought. Such notification shall be given within 20 days Business Days after receipt by the Indemnified Party Parties of notice of such Third Party Actionsuit or proceeding, and shall describe in reasonable detail (to the extent known by the Indemnified PartyParties) the facts constituting the basis for such Third Party Action suit or proceeding and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party Parties in so notifying the Indemnifying Party Parties shall relieve the Indemnifying Party Parties of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party Parties may, upon written notice thereof to the Indemnified PartyParties seeking indemnification, assume control of the defense of such Third Party Action suit or proceeding with counsel reasonably satisfactory to the Indemnified PartyParty seeking indemnification; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party Parties may not assume control of the defense of Third Party Action a suit or proceeding involving criminal liability or in which equitable relief is sought against the Indemnified PartyParty seeking indemnification. If the Indemnifying Party does not, or is Parties do not permitted under the terms hereof to, so assume control of the defense of a Third Party Actionsuch defense, the Indemnified Party Parties seeking indemnification shall control such defense. The Party not controlling such defense (the “Non-controlling Party Controlling Party”) may participate in such defense therein at its own expense; provided that if the Indemnifying Parties assumes control of such defense and the Indemnified Parties seeking indemnification reasonably concludes that the Indemnifying Parties and the Indemnified Parties seeking indemnification have conflicting interests or different defenses available with respect to such suit or proceeding, the reasonable fees and expenses of counsel to the Indemnified Parties shall be considered “Damages” for purposes of this Agreement. The Party or Parties controlling such defense (the “Controlling Party Party”) shall keep the Non-controlling Controlling Party advised of the status of such Third Party Action suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Controlling Party with respect thereto. The Non-controlling Controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action suit or proceeding (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party as reasonably needed in the defense of such Third Party Action. Notwithstanding any other provision suit or proceeding at the sole cost and expense of this Agreementthe Indemnifying Parties under Section 6.1 or 6.2, the reasonable fees which cost and expenses of counsel to the Indemnified Party with respect to a Third Party Action expense shall be considered Damages “Damages” for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party ActionAgreement. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party Parties shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action suit or proceeding without the prior written consent of the Indemnified Parties, which shall not be unreasonably withheld or delayed; provided that the consent of the Indemnified Parties shall not be required if the Indemnifying Parties agrees in writing to pay any amounts payable pursuant to such settlement or judgment and such settlement or judgment includes a complete release of the Indemnified Parties from further liability and has no other materially adverse effect on the Indemnified Parties. The Indemnified Parties shall not agree to any settlement of, or the entry of any judgment arising from, any such suit or proceeding without the prior written consent of the Indemnifying PartyParties, which shall not be unreasonably withheld, conditioned withheld or delayed.

Indemnification Claims. (a) An Indemnified Party In the event the Parent or the Company Stockholders are entitled, or seek to assert rights, to indemnification under this Article VI, the Parent or the Company Stockholders (as the case may be) shall give written notification to the Indemnifying Party Company Stockholders or the Parent (as the case may be) of the commencement of any Third Party Actionsuit or proceeding relating to a third party claim for which indemnification pursuant to this Article VI may be sought. Such notification shall be given within 20 days Business Days after receipt by the Indemnified Party party seeking indemnification of notice of such Third Party Actionsuit or proceeding, and shall describe in reasonable detail (to the extent known by the Indemnified Partyparty seeking indemnification) the facts constituting the basis for such Third Party Action suit or proceeding and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party party seeking indemnification in so notifying the Indemnifying Party indemnifying party shall relieve the Indemnifying Party indemnifying party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party indemnifying party may, upon written notice thereof to the Indemnified Partyparty seeking indemnification, assume control of the defense of such Third Party Action suit or proceeding with counsel reasonably satisfactory to the Indemnified Partyparty seeking indemnification; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party indemnifying party may not assume control of the defense of Third Party Action a suit or proceeding involving criminal liability or in which equitable relief is sought against the Indemnified Partyparty seeking indemnification. If the Indemnifying Party indemnifying party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Actionsuch defense, the Indemnified Party party seeking indemnification shall control such defense. The party not controlling such defense (the “Non-controlling Party Controlling Party”) may participate in such defense therein at its own expense; provided that if the indemnifying party assumes control of such defense and the party seeking indemnification reasonably concludes that the indemnifying party and the party seeking indemnification have conflicting interests or different defenses available with respect to such suit or proceeding, the reasonable fees and expenses of counsel to the party seeking indemnification shall be considered “Damages” for purposes of this Agreement. The party controlling such defense (the “Controlling Party Party”) shall keep the Non-controlling Controlling Party advised of the status of such Third Party Action suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Controlling Party with respect thereto. The Non-controlling Controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action suit or proceeding (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) suit or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Actionproceeding. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party indemnifying party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action suit or proceeding without the prior written consent of the Indemnifying Partyparty seeking indemnification, which shall not be unreasonably withheldwithheld or delayed; provided that the consent of the party seeking indemnification shall not be required if the indemnifying party agrees in writing to pay any amounts payable pursuant to such settlement or judgment and such settlement or judgment includes a complete release of the party seeking indemnification from further liability and has no other materially adverse effect on the party seeking indemnification. The party seeking indemnification shall not agree to any settlement of, conditioned or the entry of any judgment arising from, any such suit or proceeding without the prior written consent of the indemnifying party, which shall not be unreasonably withheld or delayed.

Indemnification Claims. (a) An Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given within 20 days after receipt by the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall promptly furnish the Controlling Party with such information as it may have or receive with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (ix) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) 5.3 or (iiy) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnification Claims. If any Regency Party asserts a claim for payment from HEP in respect of any Damages under Section 11.2 of the Contribution Agreement (a) An Indemnified other than pursuant to Section 11.2(c)), such Regency Party shall give deliver a copy of the written notification notice required under Section 11.3 of the Contribution Agreement to the Indemnifying Party of the commencement of any Third Party ActionEscrow Agent. Such notification shall be given within 20 days after receipt by the Indemnified Party of notice of HEP and such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Regency Party shall relieve the Indemnifying Party of resolve any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect disagreement relating to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate indemnification claim in accordance with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(athe Contribution Agreement. Within five (5) or (ii) the Indemnifying business days after resolution between HEP and such Regency Party assumes control of such defense indemnification claim, whether by mutual agreement or by litigation, HEP and Regency shall deliver a joint written instruction to the Indemnified Party reasonably concludes that Escrow Agent directing the Indemnifying Party Escrow Agent to liquidate, on behalf of HEP and in accordance with the Indemnified Party have conflicting interests provisions of Section 5 below, such number of Purchase Price Units comprising the Escrow Units as shall be necessary (taking into account any cash or different defenses available with respect cash equivalent amounts then comprising the Escrow Amount) to satisfy the payment of such Third Party Actionindemnification claim. The Indemnifying Party shall not agree Upon resolution of any disagreement relating to any settlement ofsuch indemnification claim by litigation, or the entry of any judgment arising fromif HEP does not timely provide such joint instruction, any Third Party Action without the prior Regency may provide Escrow Agent a sole written consent of the Indemnified Partyinstruction, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability certify and attach a copy of the Indemnifying Party final, unappealable judgment of the relevant court, directing the Escrow Agent to liquidate, on behalf of HEP and in accordance with the provisions of Section 5 below, such number of Purchase Price Units comprising the Escrow Units as shall be necessary (taking into account any cash or cash equivalent amounts then comprising the Escrow Amount) to satisfy the payment of such indemnification claim. Upon receipt of such joint or sole notice, Escrow Agent shall promptly liquidate the necessary number of Purchase Price Units in accordance with the provisions of Section 5 below and pay the full amount of such Damages to such Regency Party. Regency agrees that it will endeavor to make only one (1) aggregate claim for payment of any and all indemnification claims under Article 11 of the Contribution Agreement (other than Section 11.2(c)), and in any event will make no more than three (3) such claims for payment (each of which claims for payment will be for any and all resolved indemnification claims up to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which point of such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayedpayment).

Indemnification Claims. A party (athe "Indemnified Party") An Indemnified Party entitled to indemnification from another party under the terms of this Agreement (the "Indemnifying Party") shall give written notification to provide the Indemnifying Party of the commencement with prompt written notice (an "Indemnity Notice") of any Third Party Action. Such notification shall be given within 20 days after receipt by the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for third party claim which the Indemnified Party shall be indemnified pursuant believes gives rise to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages a claim for which indemnity against the Indemnifying Party is liable under this Article VII and (ii) the hereunder. The Indemnifying Party may not assume shall be entitled, if it accepts financial responsibility for the third party claim, to control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against to settle any such third party claim at its own expense and by its own counsel; provided that the Indemnified Party's prior written consent (which may not be unreasonably withheld or delayed) must be obtained prior to settling any such third party claim. If the Indemnifying Party does notnot accept financial responsibility for the third party claim or fails to defend against the third party claim that is the subject of an Indemnity Notice within 30 days of receiving such notice (or sooner if the nature of the third party claim so requires), or is not permitted under otherwise contests its obligation to indemnify the terms hereof toIndemnified Party in connection therewith, so assume control of the Indemnified Party may, upon providing written notice to the Indemnifying Party, pay, compromise or defend such third party claim. The Indemnified Party shall provide the Indemnifying Party with such information as the Indemnifying Party shall reasonably request to defend any such third party claim and shall otherwise cooperate with the Indemnifying Party in the defense of a Third Party Actionany such third party claim. Except as set forth in this Section 8.03, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of not enter into any summons, complaint settlement or other pleading which may have been served on such party and any written claim, demand, invoice, billing compromise or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel consent to the Indemnified Party a judgment with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant third party claim as to the terms of this Section 7.3(a) or (ii) which the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action has an indemnity obligation hereunder without the prior written consent of the Indemnifying Party, Party (which shall may not be unreasonably withheld, conditioned withheld or delayed), and the entering into of any settlement or compromise or the consent to any judgment in violation of the foregoing shall constitute a waiver by the Indemnified Party of its right to indemnity hereunder to the extent the Indemnifying Party was prejudiced thereby. Any Indemnifying Party shall be subrogated to the rights of the Indemnified Party to the extent that the Indemnifying Party pays for any loss, damage or expense suffered by the Indemnified Party hereunder.

Indemnification Claims. (a) An Indemnified Party In the event the Parent or the Company Stockholder are entitled, or seek to assert rights, to indemnification under this Article VI, the Parent or the Company Stockholder (as the case may be) shall give written notification to the Indemnifying Party Company Stockholder or the Parent (as the case may be) of the commencement of any Third Party Actionsuit or proceeding relating to a third party claim for which indemnification pursuant to this Article VI may be sought. Such notification shall be given within 20 days Business Days after receipt by the Indemnified Party party seeking indemnification of notice of such Third Party Actionsuit or proceeding, and shall describe in reasonable detail (to the extent known by the Indemnified Partyparty seeking indemnification) the facts constituting the basis for such Third Party Action suit or proceeding and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party party seeking indemnification in so notifying the Indemnifying Party indemnifying party shall relieve the Indemnifying Party indemnifying party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party indemnifying party may, upon written notice thereof to the Indemnified Partyparty seeking indemnification, assume control of the defense of such Third Party Action suit or proceeding with counsel reasonably satisfactory to the Indemnified Partyparty seeking indemnification; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party indemnifying party may not assume control of the defense of Third Party Action a suit or proceeding involving criminal liability or in which equitable relief is sought against the Indemnified Partyparty seeking indemnification. If the Indemnifying Party indemnifying party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Actionsuch defense, the Indemnified Party party seeking indemnification shall control such defense. The party not controlling such defense (the “Non-controlling Party Controlling Party”) may participate in such defense therein at its own expense; provided that if the indemnifying party assumes control of such defense and the party seeking indemnification reasonably concludes that the indemnifying party and the party seeking indemnification have conflicting interests or different defenses available with respect to such suit or proceeding, the reasonable fees and expenses of counsel to the party seeking indemnification shall be considered “Damages” for purposes of this Agreement. The party controlling such defense (the “Controlling Party Party”) shall keep the Non-controlling Controlling Party advised of the status of such Third Party Action suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Controlling Party with respect thereto. The Non-controlling Controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action suit or proceeding (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party as reasonably needed in the defense of such Third Party Action. Notwithstanding any other provision suit or proceeding at the sole cost and expense of this Agreementthe indemnifying party under Section 6.1 or 6.2, the reasonable fees which cost and expenses of counsel to the Indemnified Party with respect to a Third Party Action expense shall be considered Damages “Damages” for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party ActionAgreement. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party indemnifying party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action suit or proceeding without the prior written consent of the Indemnifying Partyparty seeking indemnification, which shall not be unreasonably withheldwithheld or delayed; provided that the consent of the party seeking indemnification shall not be required if the indemnifying party agrees in writing to pay any amounts payable pursuant to such settlement or judgment and such settlement or judgment includes a complete release of the party seeking indemnification from further liability and has no other materially adverse effect on the party seeking indemnification. The party seeking indemnification shall not agree to any settlement of, conditioned or the entry of any judgment arising from, any such suit or proceeding without the prior written consent of the indemnifying party, which shall not be unreasonably withheld or delayed.

Indemnification Claims. (a) An Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given within 20 days after receipt by the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant Subject to the terms of this Agreement, no Parent Indemnified Party shall be entitled to recover any Damages pursuant to the indemnification obligations set forth in Section 7.3(a9.2 hereof unless and until the Company Stockholders Agent receives a written notice (a “Notice of Claim”) of a claim for indemnification under Section 9.2 (an “Indemnification Claim”) (with a copy to the Escrow Agent) stating, to the then current Knowledge of Parent, (i) that a Parent Indemnified Party has actually suffered or incurred Damages for which such Parent Indemnified Party believes in good faith that it may be entitled to indemnification under Section 9.2, or believes in good faith that a Parent Indemnified Party could suffer or incur Damages for which such Parent Indemnified Party believes in good faith that it may be entitled to indemnification under Section 9.2, (ii) to the Indemnifying Party assumes control extent then known by the Parent Indemnified Party, a brief description, in reasonable detail, of the facts, circumstances or events giving rise to the Indemnification Claim (and the Damages, to the extent known, forming the basis of such defense and Indemnification Claim), including to the extent then known by the Parent Indemnified Party reasonably concludes the identity and address of any third-party claimant and copies of any formal demand or complaint, and (iii) the representation, warranty or covenant of this Agreement that may form the Indemnifying Party basis of such Indemnification Claim under Section 9.2. To be valid pursuant to this Section 9.4, a Notice of Claim relating to an Indemnification Claim under Section 9.2(a) must be received by the Stockholders Agent prior to the expiration of the representation or warranty forming the basis of such claim, and any delivery or attempted delivery of a Notice of Claim after such expiration date shall be void and of no force or effect. In the event that a Parent Indemnified Party have conflicting interests or different defenses available shall deliver a Notice of Claim with respect to any claim that is not a Copyright Action but would constitute a Copyright Action if filed or instituted in any Court, such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry Notice of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which Claim shall not be unreasonably withheld, conditioned effective unless and until a Copyright Action is filed or delayed. If instituted in Court on or prior to the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability one-year anniversary of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayedClosing Date.

Indemnification Claims. A party (athe “Indemnified Party”) An Indemnified Party entitled to indemnification from the other party under the terms of this Agreement (the “Indemnifying Party”) shall give written notification to provide the Indemnifying Party of the commencement with prompt written notice (an “Indemnity Notice”) of any Third Party Action. Such notification shall be given within 20 days after receipt by third party claim which the Indemnified Party of notice of such Third believes gives rise to a claim for indemnity against the Indemnifying Party Actionhereunder, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve be entitled, if it accepts financial responsibility for the Indemnifying Party third party claim, to control the defense of or to settle any liability or obligation hereunder except to the extent of any damage or liability caused such third party claim at its own expense and by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to its own counsel; provided that the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that ’s prior written consent (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability be unreasonably withheld or in which equitable relief is sought against the Indemnified Partydelayed) must be obtained prior to settling any such third party claim. If the Indemnifying Party does notnot accept financial responsibility for the third party claim or fails to defend against the third party claim that is the subject of an Indemnity Notice within thirty (30) days of receiving such notice (or sooner if the nature of the third party claim so requires), or is not permitted under otherwise contests its obligation to indemnify the terms hereof toIndemnified Party in connection therewith, so assume control of the Indemnified Party may, upon providing written notice to the Indemnifying Party, pay, compromise or defend such third party claim. The Indemnified Party shall provide the Indemnifying Party with such information as the Indemnifying Party shall reasonably request to defend any such third party claim and shall otherwise cooperate with the Indemnifying Party in the defense of a Third Party Actionany such third party claim. Except as set forth above in this Section 12G, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of not enter into any summons, complaint settlement or other pleading which may have been served on such party and any written claim, demand, invoice, billing compromise or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel consent to the Indemnified Party a judgment with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant third party claim as to the terms of this Section 7.3(a) or (ii) which the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action has an indemnity obligation hereunder without the prior written consent of the Indemnifying Party, Party (which shall may not be unreasonably withheld, conditioned withheld or delayed), and the entering into any settlement or compromise or the consent to any judgment in violation of the foregoing shall constitute a waiver by the Indemnified Party of its right to indemnity hereunder to the extent the Indemnifying Party was prejudiced thereby. Any Indemnifying Party shall be subrogated to the rights of the Indemnified Party to the extent that the Indemnifying Party pays for any Loss suffered by the Indemnified Party hereunder. Notwithstanding anything contained in this Section 12G to the contrary, Parent, Operator and Delta will cooperate in the defense of any claim imposed jointly against them or as the result of the conduct of the other.

Indemnification Claims. (a) An In order for an Indemnified Party shall give written notification to be entitled to any indemnification provided for under Section 7.2 or 7.3 in respect of, arising out of or involving a Third Party Claim, such Indemnified Party must notify the Indemnifying Party in writing of the commencement of any Third Party Action. Such notification shall be given Claim within 20 days twenty (20) Business Days after receipt by the such Indemnified Party of notice of such the Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damagesClaim; provided, however, that no delay failure to give such notification shall not affect the indemnification provided under Section 7.2 or failure on 7.3, except to the part extent (and only to the extent) the Indemnifying Party has been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within ten (10) Business Days after the Indemnified Party’s receipt thereof, copies of all written notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided under Section 7.2 or 7.3, except to the extent (and only to the extent) the Indemnifying Party has been actually prejudiced as a result of such failure. The Indemnifying Party shall be entitled to participate in so notifying the defense of such Third Party Claim at the Indemnifying Party’s expense, and at its option shall be entitled to assume the defense thereof by appointing a nationally recognized and reputable counsel reasonably acceptable to the Indemnified Party to be the lead counsel in connection with such defense, provided that the Indemnifying Party first enters into a written agreement satisfactory to the Indemnified Party pursuant to which the Indemnifying Party is unconditionally obligated to pay any Losses which may arise with respect to such Third Party Claim (subject to any applicable limitations herein). Notwithstanding the foregoing, the Indemnifying Party shall relieve not be entitled to control the Indemnifying defense of a Third Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to Claim (and the Indemnified Party, Party shall be entitled to maintain or assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that Claim) if (i) the Indemnifying Third Party may only assume control Claim relates to or involves any criminal proceeding, action, indictment, allegation or investigation; (ii) the Third Party Claim involves a customer, supplier or other material business relationship of such defense if an Indemnified Party; (Aiii) it acknowledges in writing to the Third Party Claim seeks an injunction or other equitable relief against an Indemnified Party; (iv) the Indemnified Party believes that any Damages the Losses relating to the claim could reasonably be expected to exceed the maximum amount that may be assessed against the such Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall would then be indemnified pursuant entitled to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable recover under this Article VII and or; (iiv) the Indemnifying Third Party may not assume control of Claim is a Tax Proceeding the defense of Third Party Action which cannot be conducted separately from the defense of any audit, claim or other proceeding involving criminal liability or in which equitable relief is sought against the Indemnified PartyTaxes that are not Seller Taxes. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of has assumed the defense of a Third Party ActionClaim in accordance with the terms hereof, the Indemnified Party shall control such defense. The Non-controlling Party may be entitled to participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision claim and to employ counsel of this Agreementits choice for such purpose, and the reasonable fees and expenses of such separate counsel to shall be borne by the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if other than (i) the Indemnified Party controls the defense any fees and expenses of such Third Party Action pursuant separate counsel that are incurred prior to the terms of this Section 7.3(a) or (ii) date the Indemnifying Party assumes control of such defense or in the event Indemnifying Party does not actively and diligently defend the Third Party Claim following assumption and (ii) any fees and expenses of such separate counsel if the Indemnified Party reasonably concludes shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such Indemnified Party that are not available to the Indemnifying Party and or that the Indemnified Party and the Indemnifying Party may have conflicting different, conflicting, or adverse legal positions or interests or different defenses available with respect to such Third Party ActionClaim. The Indemnifying Party shall not agree to any settlement ofnot, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheldsettle, conditioned or delayed. If the Indemnified Party withholds its compromise, consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising fromwith respect to or offer to settle, compromise or consent to the entry of any judgment with respect to any Third Party Claim on a basis which (i) would result in injunctive or other equitable relief being imposed against any Indemnified Party, or a finding or admission of any violation of Law being made by any Indemnified Party or (ii) does not expressly and unconditionally release all Indemnified Parties from all liabilities and obligations with respect to such Third Party Action without Claim, or (iii) in the prior written consent case of the Indemnifying Partya Tax Proceeding, which shall could result in a Purchaser Indemnified Party incurring Taxes that are not be unreasonably withheld, conditioned or delayedSeller Taxes.

Indemnification Claims. A party (athe “Indemnified Party”) An Indemnified Party entitled to indemnification from another party under the terms of this Agreement (the “Indemnifying Party”) shall give written notification to provide the Indemnifying Party of the commencement with prompt written notice (an “Indemnity Notice”) of any Third third party claim or other claim which the Indemnified Party Actionbelieves gives rise to a claim for indemnity against the Indemnifying Party hereunder. Such notification Notwithstanding the foregoing, the failure of an Indemnified Party to promptly provide an Indemnity Notice shall be given within 20 days after receipt not constitute a waiver by the Indemnified Party of notice of to any right to indemnification or otherwise relieve such Third Indemnifying Party Action, from any liability hereunder unless and shall describe in reasonable detail (only to the extent known by that the Indemnified Party) the facts constituting the basis for Indemnifying Party is materially prejudiced as a result thereof, and in any event shall not relieve such Third Indemnifying Party Action and the amount from any liability which it may have otherwise than on account of the claimed damages; providedthis Article VII. With respect to third party claims, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve be entitled, if it accepts financial responsibility for the Indemnifying Party third party claim, to control the defense of or to settle any liability or obligation hereunder except to the extent of any damage or liability caused such third party claim at its own expense and by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to its own counsel; provided that the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the ’s prior written consent of the Indemnified Party, (which shall may not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent ) must be obtained prior to settling any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consentthird party claim. The Indemnified Party shall provide the Indemnifying Party with such information as the Indemnifying Party shall reasonably request to defend any such third party claim and shall otherwise cooperate with the Indemnifying Party in the defense of any such third party claim. Except as set forth in this Section 7.3, the Indemnified Party shall not agree to enter into any settlement of, or other compromise or consent to a judgment with respect to a third party claim as to which the entry of any judgment arising from, any such Third Indemnifying Party Action has an indemnity obligation hereunder without the prior written consent of the Indemnifying Party, Party (which shall may not be unreasonably withheld, conditioned withheld or delayed), and the entering into of any settlement or compromise or the consent to any judgment in violation of the foregoing shall constitute a waiver by the Indemnified Party of its right to indemnity hereunder to the extent the Indemnifying Party was prejudiced thereby. Any Indemnifying Party shall be subrogated to the rights of the Indemnified Party to the extent that the Indemnifying Party pays for any loss, damage or expense suffered by the Indemnified Party hereunder. If the Indemnifying Party does not accept financial responsibility for the third party claim or fails to defend against the third party claim that is the subject of an Indemnity Notice within thirty (30) days of receiving such notice (or sooner if the nature of the third party claim so requires), or otherwise contests its obligation to indemnify the Indemnified Party in connection therewith, the Indemnified Party may, upon providing written notice to the Indemnifying Party, pay, compromise or defend such third party claim without the prior consent of the (otherwise) Indemnifying Party. In the latter event, the Indemnified Party, by proceeding to defend itself or settle the matter, does not waive any of its rights hereunder to later seek reimbursement from the Indemnifying Party. With respect to all other claims, the Indemnifying Party shall promptly make payment of such claim upon receipt of reasonably sufficient evidence supporting such claim; provided, that if the Indemnifying Party in good faith disputes all or part of its obligation to indemnify the Indemnified Party hereunder or the amount involved, the senior management of each party shall meet to discuss and attempt to resolve such dispute between the parties and, if such dispute is not resolved within forty-five (45) days of such claim being made, then the parties may pursue other remedies.

Indemnification Claims. (a) An In order for a Buyer Indemnified Party shall give written notification or a Shareholder Indemnified Party, as applicable (an “Indemnified Party”), to be entitled to any indemnification provided for under Section 7.1 or Section 7.2 in respect of, arising out of or involving a claim by a third party (“Third Party Claim”), such Indemnified Party, must notify the indemnifying party (the “Indemnifying Party Party”) in writing of the commencement of any Third Party Action. Such notification shall be given Claim within 20 30 days after receipt by the such Indemnified Party of notice of such the Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damagesClaim; provided, however, that no delay failure to give such notification shall not affect the indemnification provided under Section 7.1 or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder Section 7.2 except to the extent of any damage or liability caused by or arising out the Indemnifying Party has been actually prejudiced as a result of such failure. Within 20 Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within 10 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to 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. The Indemnifying Party shall have the right to assume and conduct and control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which Claim and the Indemnified Party shall be indemnified pursuant have the right to this Article VII observe and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such receive information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in regarding the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Actionclaim. The Indemnifying Party shall not agree to any settlement ofnot, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall Party (such consent not to be unreasonably withhelddelayed, conditioned withheld or delayed. If conditioned), settle, compromise or offer to settle or compromise any such claim or demand on a basis which would result in the imposition of a consent order, injunction or decree that does not include an unconditional release of the Indemnified Party withholds its consent to for any liability arising out of such settlement claim or entry of judgment which settlement demand or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded any related claim or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayeddemand.

Indemnification Claims. A party entitled to indemnification (athe “Indemnified Party”) An from another party under the terms of this Agreement (the “Indemnifying Party”) shall provide the Indemnifying Party with prompt written notice (an “Indemnity Notice”) of any third party claim which the Indemnified Party believes gives rise to a claim for indemnity against the Indemnifying Party hereunder. The Indemnifying Party shall be entitled, if it accepts financial responsibility for the third party claim, to control the defense of or to settle any such third party claim at its own expense and by its own counsel; provided that the Indemnified Party’s prior written consent (which may not be unreasonably withheld or delayed) must be obtained prior to settling any such third party claim. The Indemnified Party shall give written notification to provide the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given within 20 days after receipt by the Indemnified Party of notice of with such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying information as the Indemnifying Party shall relieve reasonably request to defend any such third party claim and shall otherwise cooperate with the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of in the defense of any such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges third party claim. Except as set forth in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party ActionSection 7.03, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of not enter into any summons, complaint settlement or other pleading which may have been served on such party and any written claim, demand, invoice, billing compromise or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel consent to the Indemnified Party a judgment with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant third party claim as to the terms of this Section 7.3(a) or (ii) which the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action has an indemnity obligation hereunder without the prior written consent of the Indemnifying Party, Party (which shall may not be unreasonably withheld, conditioned withheld or delayed), and the entering into of any settlement or compromise or the consent to any judgment in violation of the foregoing shall constitute a waiver by the Indemnified Party of its right to indemnity hereunder to the extent the Indemnifying Party was prejudiced thereby. Any Indemnifying Party shall be subrogated to the rights of the Indemnified Party to the extent that the Indemnifying Party pays for any loss, damage or expense suffered by the Indemnified Party hereunder. If the Indemnifying Party does not accept financial responsibility for the third party claim or fails to defend against the third party claim that is the subject of an Indemnity Notice within 30 days of receiving such notice (or sooner if the nature of the third party claim so requires), or otherwise contests its obligation to indemnify the Indemnified Party in connection therewith, the Indemnified Party may, upon providing written notice to the Indemnifying Party, pay, compromise or defend such third party claim without the prior consent of the (otherwise) Indemnifying Party. In the latter event, the Indemnified Party, by proceeding to defend itself or settle the matter, does not waive any of its rights hereunder to later seek reimbursement from the Indemnifying Party.

Indemnification Claims. (a) An A party entitled, or seeking to assert rights, to indemnification under this Article VI (an "Indemnified Party Party") shall give written notification to the party from whom indemnification is sought (an "Indemnifying Party Party") of the commencement of any Third Party Actionsuit or proceeding relating to a third party claim for which indemnification pursuant to this Article VI may be sought. Such notification shall be given within 20 days after receipt by the Indemnified Party of notice of such Third Party Actionsuit or proceeding, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action suit or proceeding and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action suit or proceeding with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges -43- 48 in writing to the Indemnified Party that any Damages damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action suit or proceeding constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII VI and (B) the amount of damages claimed ad damnum is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII VI and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action a suit or proceeding involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Actionsuch defense, the Indemnified Party shall control such defense. The party not controlling such defense (the "Non-controlling Party Party") may participate in such defense therein at its own expense; provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such suit or proceeding, the reasonable fees and expenses of counsel to the Indemnified Party shall be considered "Damages" for purposes of this Agreement. The party controlling such defense (the "Controlling Party Party") shall keep the Non-controlling Party advised of the status of such Third Party Action suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action suit or proceeding (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) suit or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Actionproceeding. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action such suit or proceeding without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned withheld or delayed. If ; provided that the consent of the Indemnified Party withholds its consent shall not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or entry of judgment which and such settlement or entry judgment includes a complete release of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact from further liability and has no other adverse effect on the Indemnified Party withheld its consentParty. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action suit or proceeding without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned withheld or delayed.

Indemnification Claims. A party (athe “Indemnified Party”) An Indemnified Party entitled to indemnification from the other party under the terms of this Agreement (the “Indemnifying Party”) shall give written notification to provide the Indemnifying Party of the commencement with prompt written notice (an “Indemnity Notice”) of any Third Party Action. Such notification shall be given within 20 days after receipt by third party claim which the Indemnified Party of notice of such Third believes gives rise to a claim for indemnity against the Indemnifying Party Actionhereunder, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve be entitled, if it accepts financial responsibility for the Indemnifying Party third party claim, to control the defense of or to settle any liability or obligation hereunder except to the extent of any damage or liability caused such third party claim at its own expense and by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to its own counsel; provided that the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that ’s prior written consent (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability be unreasonably withheld or in which equitable relief is sought against the Indemnified Partydelayed) must be obtained prior to settling any such third party claim. If the Indemnifying Party does notnot accept financial responsibility for the third party claim or fails to defend against the third party claim that is the subject of an Indemnity Notice within thirty (30) days of receiving such notice (or sooner if the nature of the third party claim so requires), or is not permitted under otherwise contests its obligation to indemnify the terms hereof toIndemnified Party in connection therewith, so assume control of the Indemnified Party may, upon providing written notice to the Indemnifying Party, pay, compromise or defend such third party claim. The Indemnified Party shall provide the Indemnifying Party with such information as the Indemnifying Party shall reasonably request to defend any such third party claim and shall otherwise cooperate with the Indemnifying Party in the defense of a Third Party Actionany such third party claim. Except as set forth above in this Section 9.02(g), the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of not enter into any summons, complaint settlement or other pleading which may have been served on such party and any written claim, demand, invoice, billing compromise or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel consent to the Indemnified Party a judgment with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant third party claim as to the terms of this Section 7.3(a) or (ii) which the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action has an indemnity obligation hereunder without the prior written consent of the Indemnifying Party, Party (which shall may not be unreasonably withheld, conditioned withheld or delayed), and the entering into any settlement or compromise or the consent to any judgment in violation of the foregoing shall constitute a waiver by the Indemnified Party of its right to indemnity hereunder to the extent the Indemnifying Party was prejudiced thereby. Any Indemnifying Party shall be subrogated to the rights of the Indemnified Party to the extent that the Indemnifying Party pays for any Loss suffered by the Indemnified Party hereunder. Notwithstanding anything contained in this Section 9.02(g) to the contrary, any Pinnacle Party and Delta will cooperate in the defense of any claim imposed jointly against them or as the result of the conduct of the other.

Indemnification Claims. (a) An In order for a Buyer Indemnified Party shall give written notification or a Seller Indemnified Party (an “Indemnified Party”) to be entitled to any indemnification provided for under Section 6.1 or 6.2 in respect of, arising out of or involving an Action initiated or commenced by or on behalf of a Third Party (a “Third Party Claim”), such Indemnified Party must notify, with respect to a claim for indemnification pursuant to Section 6.1, US Holdings, or, with respect to a claim for indemnification pursuant to Section 6.2, Buyer (each, an “Indemnifying Party”) in writing of the Third Party Claim (including in such notice a brief description of the applicable claim(s), including damages sought or estimated, to the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given extent actually known by such Indemnified Party) within 20 days Business Days after receipt by the such Indemnified Party of actual notice of such the Third Party Action, and shall describe in reasonable detail Claim (or such earlier deadline as may be required to timely respond to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damagesClaim); provided, however, that no delay failure to give such notification shall not affect the indemnification provided under Section 6.1 or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder 6.2 except to the extent of any damage or liability caused by or arising out the Indemnifying Party has been actually prejudiced as a result of such failure. Within 20 days after delivery of such notification, the The Indemnifying Party may, upon written notice thereof shall have the right to the Indemnified Party, assume control of undertake the defense of or opposition to such Third Party Action Claim (at the Indemnifying Party’s expense) with counsel selected by it and reasonably satisfactory to the Indemnified Party; provided that Party so long as (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing gives written notice to the Indemnified Party within 20 Business Days after it has been notified of the Third Party Claim that any Damages that may be assessed it will defend the Indemnified Party against such Third Party Claim, (ii) the Third Party Claim does not seek an injunction or other equitable relief against the Indemnified Party and does not relate to or arise in connection with any criminal proceeding, action, indictment, allegation or investigation, (iii) the amount claimed in such Third Party Action constitute Damages Claim, taken together with the reasonably estimated costs of defense thereof and the claimed amount with respect to any unresolved claims for which the Indemnified Party shall be indemnified pursuant to indemnification under this Article VII VI then pending, is (A) if applicable, greater than the remaining portion, if any, of the Indemnity Threshold and (B) the amount of damages claimed is if applicable, less than or equal to the amount of Damages for which Cap, (iv) the Indemnified Party has not been advised in writing by outside counsel that a substantive legal conflict exists between the Indemnified Party and the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of in connection with conducting the defense of the Third Party Action involving criminal liability or in which equitable relief is sought against Claim, and (v) the Third Party Claim does not allege the infringement of the Intellectual Property Rights of any Person by the Indemnified Party. If Neither the Indemnified Party nor the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, settle any Third Party Action Claim without the prior written consent of the Indemnified Party, other party (which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only); provided, then the liability of that the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any may settle such Third Party Action Claim without the prior written consent of the Indemnifying Indemnified Party if (1) the claimant in such Third Party Claim provides to the Indemnified Party an unqualified release of such Indemnified Party from all liability in respect of such Third Party Claim, (2) such settlement does not involve any injunctive relief binding upon the Indemnified Party, which shall (3) such settlement does not be unreasonably withheldencumber any of the material assets of the Indemnified Party or impose any restriction or condition that would apply to or materially affect such Indemnified [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. 42 Party or the conduct of such Indemnified Party’s businesses, conditioned (4) such settlement does not give rise to any material adverse Tax consequences of the Indemnified Party and (5) such settlement does not involve any admission of liability or delayedwrongdoing by the Indemnified Party.

Indemnification Claims. If there occurs an event which a party hereto asserts is an indemnifiable event pursuant to Section 8.01, 8.02 or 8.03, such party (athe "Indemnified Party") An shall notify the other party (the "Indemnifying Party") promptly. If such event involves (i) any claim or (ii) the commencement of any action or proceeding by a third person, the Indemnified Party will give such Indemnifying Party prompt written notice of such claim or the commencement of such action or proceeding. Such notice shall give written notification be a condition precedent to any liability of the Indemnifying Party hereunder; provided, however, that the failure to provide prompt notice as provided herein will relieve the Indemnifying Party of its obligations hereunder only to the extent that such failure prejudices the Indemnifying Party hereunder. In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given within 20 days after receipt by the Indemnified Party of notice of such Third Party Actionthereof, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except be entitled to participate therein and, to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notificationthat it shall wish, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action thereof with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does notand, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of after notice from the Indemnifying Party to the Indemnified Party with respect of such election so to assume the matter which would have been concluded or settled defense thereof, the Indemnifying Party shall not be limited liable to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld for any legal expenses of other counsel or any other expenses subsequently incurred by such party in connection with the defense thereof. The Indemnified Party agrees to cooperate fully with the Indemnifying Party and its consentcounsel in the defense against any such asserted liability. The Indemnified Party shall not agree have the right to any settlement of, or participate at its own expense in the defense of such asserted liability. No Indemnifying Party shall consent to the entry of any judgment arising from, or enter into any such Third Party Action settlement without the prior written consent of the Indemnifying Indemnified Party (A) if such judgment or settlement does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a release from all liability in respect to such claim, (B) if such judgment or settlement would result in the finding or admission of any violation of law, or (C) if as a result of such consent or settlement injunctive or other equitable relief would be imposed against the Indemnified Party or such judgment or settlement could interfere with or adversely affect the business, operations or assets of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnification Claims. A party (athe “Indemnified Party”) An Indemnified Party that may be entitled to indemnification from another party under the terms of this Agreement (the “Indemnifying Party”) shall give written notification to provide the Indemnifying Party of the commencement with prompt written notice (an “Indemnity Notice”) of any Third third-party claim which the Indemnified Party Actionbelieves may give rise to a claim for indemnity against the Indemnifying Party hereunder. Such notification Notwithstanding the foregoing, the failure of an Indemnified Party to promptly provide an Indemnity Notice shall be given within 20 days after receipt not constitute a waiver by the Indemnified Party of notice of any right to indemnification or otherwise relieve such Third Indemnifying Party Action, from any liability hereunder unless and shall describe in reasonable detail (only to the extent known that the Indemnifying Party is materially prejudiced as a result thereof, and in any event shall not relieve such Indemnifying Party from any liability which it may have otherwise than on account of this Article VII. The Indemnifying Party shall be entitled, if it accepts financial responsibility for the third-party claim, to control the defense of or to settle any such third-party claim at its own expense and by its own counsel; provided, that the Indemnified Party’s prior written consent (which may not be unreasonably withheld or delayed) the facts constituting the basis for must be obtained prior to settling any such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the third-party claim. The Indemnified Party in so notifying shall promptly provide the Indemnifying Party with such information as the Indemnifying Party shall relieve reasonably request to defend any such third-party claim and shall otherwise cooperate with the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of in the defense of any such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges third-party claim. Except as set forth in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party ActionSection 7.03, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of not enter into any summons, complaint settlement or other pleading which may have been served on such party and any written claim, demand, invoice, billing compromise or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel consent to the Indemnified Party a judgment with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant third-party claim as to the terms of this Section 7.3(a) or (ii) which the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action has an indemnity obligation hereunder without the prior written consent of the Indemnifying Party, Party (which shall may not be unreasonably withheld, conditioned withheld or delayed), and the entering into of any settlement or compromise or the consent to any judgment in violation of the foregoing shall constitute a waiver by the Indemnified Party of its right to indemnity hereunder to the extent the Indemnifying Party was prejudiced thereby. Any Indemnifying Party shall be subrogated to the rights of the Indemnified Party to the extent that the Indemnifying Party pays for any loss, damage or expense suffered by the Indemnified Party hereunder. If the Indemnifying Party does not accept financial responsibility for the third-party claim or fails to defend against the third-party claim that is the subject of an Indemnity Notice within 30 days of receiving such notice (or sooner if the nature of the third-party claim so requires), or otherwise contests its obligation to indemnify the Indemnified Party in connection therewith, the Indemnified Party may, upon providing written notice to the Indemnifying Party, pay, compromise or defend such third-party claim without the prior consent of the (otherwise) Indemnifying Party. In the latter event, the Indemnified Party, by proceeding to defend itself or settle the matter, does not waive any of its rights hereunder to later seek reimbursement from the Indemnifying Party.

Indemnification Claims. (a) An Indemnified Party shall give written notification to the Indemnifying Party Holder Agent of the commencement of any Third Party Action. Such notification shall be given within 20 thirty (30) days after receipt by the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damagesDamages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party Holder Agent shall relieve the Indemnifying Party Securityholders of any liability or obligation hereunder except to the extent of any damage or liability Damages caused by or arising out of such delay or failure. Within 20 thirty (30) days after delivery of such notification, the Indemnifying Party Holder Agent may, upon written notice thereof to the Indemnified Party, assume the control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party Holder Agent may only assume the control of such defense if (A) it the Holder Agent acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and VI, (B) the amount Third Party Action is asserted by a Person other than a Governmental Entity and is solely for monetary damages (and not for punitive, exemplary or similar damages, treble damages or other damages in excess of damages claimed actual damages), and does not seek a declaratory judgment, injunctive relief or specific performance, (C) the Person asserting a Third Party Action is less than not a customer, supplier or equal to strategic partner of any Indemnified Party, (D) the total amount of Damages for which that may be awarded with respect to such claims does not exceed the Indemnifying Party is liable under this Article VII then Available Escrow Fund and (iiE) the Indemnifying Party may not assume control of the defense of Third Party Action involving does not involve Taxes, infringement, violation or misappropriation of Intellectual Property or criminal liability or in which equitable relief is sought against the Indemnified PartyLiability. If the Indemnifying Party Holder Agent does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a6.3(a) or (ii) the Indemnifying Party Holder Agent assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party Securityholders and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Neither the Holder Agent nor the Indemnifying Party Securityholders shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, Party which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not be entitled to agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without in its sole discretion; provided, however that the prior written consent Holder Agent shall be entitled to dispute (x) that such Third Party Action constituted a claim for which an Indemnified Party is entitled to indemnification pursuant to this Article VI and/or (y) the amount of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayedindemnifiable Damages subject to such Third Party Action.

Indemnification Claims. (a) An Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given within 20 days after receipt by the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (to the extent then known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount or good faith estimate of the claimed damagesDamages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 30 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of a Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof tohereof, so to assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the The reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action6.3(a). The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If ; provided that the consent of the Indemnified Party withholds its consent shall not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or entry of judgment which and such settlement or entry judgment includes a complete release of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact from further liability and has no other material adverse effect on the Indemnified Party withheld its consentParty. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnification Claims. (a) An Indemnified Party In the event Acquiror or the Acquiree Stockholders are entitled, or seek to assert rights, to indemnification under this Article VI, Acquiror or Acquiree Stockholders (as the case may be) shall give written notification to the Indemnifying Party Acquiree Stockholders or Acquiror (as the case may be) of the commencement of any Third Party Actionsuit or proceeding relating to a third party claim for which indemnification pursuant to this Article VI may be sought. Such notification shall be given within 20 business days after receipt by the Indemnified Party party seeking indemnification of notice of such Third Party Actionsuit or proceeding, and shall describe in reasonable detail (to the extent known by the Indemnified Partyparty seeking indemnification) the facts constituting the basis for such Third Party Action suit or proceeding and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party party seeking indemnification in so notifying the Indemnifying Party indemnifying party shall relieve the Indemnifying Party indemnifying party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party indemnifying party may, upon written notice thereof to the Indemnified Partyparty seeking indemnification, assume control of the defense of such Third Party Action suit or proceeding with counsel reasonably satisfactory to the Indemnified Partyparty seeking indemnification; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party indemnifying party may not assume control of the defense of Third Party Action a suit or proceeding involving criminal liability or in which equitable relief is sought against the Indemnified Partyparty seeking indemnification. If the Indemnifying Party indemnifying party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Actionsuch defense, the Indemnified Party party seeking indemnification shall control such defense. The party not controlling such defense (the “Non-controlling Party Controlling Party”) may participate in such defense therein at its own expense; provided that if the indemnifying party assumes control of such defense and the party seeking indemnification reasonably concludes that the indemnifying party and the party seeking indemnification have conflicting interests or different defenses available with respect to such suit or proceeding, the reasonable fees and expenses of counsel to the party seeking indemnification shall be considered “Damages” for purposes of this Agreement. The party controlling such defense (the “Controlling Party Party”) shall keep the Non-controlling Controlling Party advised of the status of such Third Party Action suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Controlling Party with respect thereto. The Non-controlling Controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action suit or proceeding (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) suit or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Actionproceeding. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party indemnifying party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action suit or proceeding without the prior written consent of the Indemnifying Partyparty seeking indemnification, which shall not be unreasonably withheldwithheld or delayed; provided that the consent of the party seeking indemnification shall not be required if the indemnifying party agrees in writing to pay any amounts payable pursuant to such settlement or judgment and such settlement or judgment includes a complete release of the party seeking indemnification from further liability and has no other materially adverse effect on the party seeking indemnification. The party seeking indemnification shall not agree to any settlement of, conditioned or the entry of any judgment arising from, any such suit or proceeding without the prior written consent of the indemnifying party, which shall not be unreasonably withheld or delayed.

Indemnification Claims. A party (athe “Indemnified Party”) An entitled to indemnification from another party under the terms of this Agreement (the “Indemnifying Party”) shall provide the Indemnifying Party with prompt written notice (an “Indemnity Notice”) of any third party claim which the Indemnified Party believes gives rise to a claim for indemnity against the Indemnifying Party hereunder. The Indemnifying Party shall be entitled, if it accepts financial responsibility for the third party claim, to control the defense of or to settle any such third party claim at its own expense and by its own counsel; provided that the Indemnified Party's prior written consent (which may not be unreasonably withheld or delayed) must be obtained prior to settling any such third party claim. The Indemnified Party shall give written notification to provide the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given within 20 days after receipt by the Indemnified Party of notice of with such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying information as the Indemnifying Party shall relieve reasonably request to defend any such third party claim and shall otherwise cooperate with the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of in the defense of any such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges third party claim. Except as set forth in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party ActionSection 7.03, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of not enter into any summons, complaint settlement or other pleading which may have been served on such party and any written claim, demand, invoice, billing compromise or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel consent to the Indemnified Party a judgment with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant third party claim as to the terms of this Section 7.3(a) or (ii) which the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action has an indemnity obligation hereunder without the prior written consent of the Indemnifying Party, Party (which shall may not be unreasonably withheld, conditioned withheld or delayed), and the entering into of any settlement or compromise or the consent to any judgment in violation of the foregoing shall constitute a waiver by the Indemnified Party of its right to indemnity hereunder to the extent the Indemnifying Party was prejudiced thereby. Any Indemnifying Party shall be subrogated to the rights of the Indemnified Party to the extent that the Indemnifying Party pays for any loss, damage or expense suffered by the Indemnified Party hereunder. If the Indemnifying Party does not accept financial responsibility for the third party claim or fails to defend against the third party claim that is the subject of an Indemnity Notice within 30 days of receiving such notice (or sooner if the nature of the third party claim so requires), or otherwise contests its obligation to indemnify the Indemnified Party in connection therewith, the Indemnified Party may, upon providing written notice to the Indemnifying Party, pay, compromise or defend such third party claim without the prior consent of the (otherwise) Indemnifying Party. In the latter event, the Indemnified Party, by proceeding to defend itself or settle the matter, does not waive any of its rights hereunder to later seek reimbursement from the Indemnifying Party.

Indemnification Claims. An Indemnitee seeking indemnification hereunder shall make claims for indemnification by giving written notice thereof to the Representative promptly on discovery and in any event within the period in which indemnification claims can be made hereunder. If indemnification is sought for a claim or liability asserted by a third party, the Indemnitee shall also give written notice thereof to the Representative promptly after it receives notice of the claim or liability being asserted, but the failure to do so shall not relieve the Indemnifying Stockholders from any liability except to the extent that it is prejudiced by the failure or delay in giving such notice. Such notice shall summarize the basis for the claim for indemnification and any claim or liability being asserted by a third party. Within twenty (a20) An Indemnified Party days after receiving such notice the Representative shall give written notification notice to the Indemnifying Party of Indemnitee stating whether it disputes the commencement of claim for indemnification and whether it will defend against any Third Party Actionthird party claim or liability at its own cost and expense. Such notification shall be given If the Representative fails to give notice that it disputes an indemnification claim within 20 twenty (20) days after receipt by the Indemnified Party of notice of such Third Party Actionthereof, it shall be deemed to have accepted and shall describe in reasonable detail (agreed to the extent known claim, which shall become immediately due and payable. The Representative shall be entitled to direct the defense against a third party claim or liability with counsel selected by it (subject to the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount consent of the claimed damagesIndemnitee, which consent shall not be unreasonably withheld) as long as the Representative is conducting a good faith and diligent defense. The Indemnitee shall at all times have the right to fully participate at its own expense in the defense of a third party claim or liability, directly or through counsel; provided, however, that no delay or failure on if the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except named parties to the extent Legal Proceeding include both the Representative and the Indemnitee and the Indemnitee is advised that representation of any damage or liability caused both parties by or arising out the same counsel would be inappropriate under applicable standards of such failure. Within 20 days after delivery of such notificationprofessional conduct, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with Indemnitee may engage separate counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party If no such notice of intent to dispute and defend a third party claim or liability is given by the Representative, or if such good faith and diligent defense is not being or ceases to be conducted by the Representative, the Indemnitee shall keep have the Non-controlling Party advised right, at the expense of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect Representative, to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in undertake the defense of such Third Party Action. Notwithstanding any other provision of this Agreementclaim or liability (with counsel selected by the Representative), the reasonable fees and expenses of counsel to the Indemnified Party compromise or settle it, with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified PartyRepresentative, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds third party claim or liability is one that by its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages onlynature cannot be defended solely by the Representative, then the liability Indemnitee shall make available such information and assistance as the Representative may reasonably request and shall cooperate with the Representative in such defense, at the expense of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayedStockholders.

Indemnification Claims. A party (athe “Indemnified Party”) An Indemnified Party entitled to indemnification from the other party under the terms of this Agreement (the “Indemnifying Party”) shall give written notification to provide the Indemnifying Party of the commencement with prompt written notice (an “Indemnity Notice”) of any Third Party Action. Such notification shall be given within 20 days after receipt by third party claim which the Indemnified Party of notice of such Third believes gives rise to a claim for indemnity against the Indemnifying Party Actionhereunder, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve be entitled, if it accepts financial responsibility for the Indemnifying Party third party claim, to control the defense of or to settle any liability or obligation hereunder except to the extent of any damage or liability caused such third party claim at its own expense and by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to its own counsel; provided that the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that ’s prior written consent (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability be unreasonably withheld or in which equitable relief is sought against the Indemnified Partydelayed) must be obtained prior to settling any such third party claim. If the Indemnifying Party does notnot accept financial responsibility for the third party claim or fails to defend against the third party claim that is the subject of an Indemnity Notice within thirty (30) days of receiving such notice (or sooner if the nature of the third party claim so requires), or is not permitted under otherwise contests its obligation to indemnify the terms hereof toIndemnified Party in connection therewith, so assume control of the Indemnified Party may, upon providing written notice to the Indemnifying Party, pay, compromise or defend such third party claim. The Indemnified Party shall provide the Indemnifying Party with such information as the Indemnifying Party shall reasonably request to defend any such third party claim and shall otherwise cooperate with the Indemnifying Party in the defense of a Third Party Actionany such third party claim. Except as set forth above in this Section 12(G), the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of not enter into any summons, complaint settlement or other pleading which may have been served on such party and any written claim, demand, invoice, billing compromise or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel consent to the Indemnified Party a judgment with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant third party claim as to the terms of this Section 7.3(a) or (ii) which the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action has an indemnity obligation hereunder without the prior written consent of the Indemnifying Party, Party (which shall may not be unreasonably withheld, conditioned withheld or delayed), and the entering into any settlement or compromise or the consent to any judgment in violation of the foregoing shall constitute a waiver by the Indemnified Party of its right to indemnity hereunder to the extent the Indemnifying Party was prejudiced thereby. Any Indemnifying Party shall be subrogated to the rights of the Indemnified Party to the extent that the Indemnifying Party pays for any Loss suffered by the Indemnified Party hereunder. Notwithstanding anything contained in this Section 12(G) to the contrary, ASA and Delta will cooperate in the defense of any claim imposed jointly against them or as the result of the conduct of the other.

Indemnification Claims. (a) An Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given within 20 30 days after receipt by the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of and thereafter conduct the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and IX, (B) the amount of damages claimed ad damnum is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII IX and (C) such Third Party Action does not involve a criminal proceeding, action, indictment, allegation or investigation or seek equitable relief or relief for other than money damages against the Indemnified Party and (ii) the Indemnifying Party may not assume control of the only conduct such defense of such Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Partyfor as long as it does so actively and diligently. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have and as reasonably requested with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise reasonably cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the The reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a9.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If ; provided that the consent of the Indemnified Party withholds its consent shall not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or entry of judgment which and such settlement or entry judgment includes a complete release of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact from further liability and has no other adverse effect on the Indemnified Party withheld its consentParty. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnification Claims. (a) An Indemnified Party The Buyer shall give written notification to the Indemnifying Party Representative of the commencement of any Third Party Action. Such notification shall be given within 20 days after receipt by the Indemnified Party Buyer of notice of such Third Party Action, and shall describe in reasonable detail (to the extent then known by the Indemnified PartyBuyer) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no . No delay or failure on the part of the Indemnified Party Buyer in so notifying the Indemnifying Party Representative shall relieve the Indemnifying Party Equity Holders of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such delay or failure. Within 20 days after delivery of such notification, the Indemnifying Party Representative may, upon written notice thereof to the Indemnified PartyBuyer, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified PartyBuyer; provided that (i) the Indemnifying Party Representative may only assume control of such defense if (A) he, she or it acknowledges in writing to the Indemnified Party Buyer that any Damages damages, fines, costs or other liabilities that may be assessed against the Indemnified Party Buyer in connection with such Third Party Action constitute Damages for which the Indemnified Party Buyer shall be indemnified pursuant to this Article VII and VI, (B) the amount ad damnum does not exceed 110% of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is Equity Holders are liable under this Article VII VI, and (C) an adverse resolution of the Third Party Action would not have a material adverse effect on the goodwill or reputation of the Buyer or the business, operations or future conduct of the Buyer and (ii) the Indemnifying Party Representative may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified PartyBuyer and may not assume control of any Tax Proceeding to the extent such Tax Proceeding involves consolidated or combined Tax Returns of the Buyer for any Tax period (or portion thereof) after the Closing Date or a potential Tax liability which may exceed 110% of the amount for which the Equity Holders may be liable under this Article VI after taking into account the amount of all other liabilities for which claims have been made by the Buyer. If the Indemnifying Party Representative does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party Buyer shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable The fees and expenses of counsel to the Indemnified Party Buyer with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party Buyer controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a6.2(a) or (ii) the Indemnifying Party Representative assumes control of such defense and the Indemnified Party Buyer reasonably concludes that the Indemnifying Party Representative and the Indemnified Party Buyer have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party Representative shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified PartyBuyer, which shall not be unreasonably withheld, conditioned or delayed. If ; provided that the Indemnified Party withholds its consent of the Buyer shall not be required if the Representative agrees in writing to pay any amounts payable pursuant to such settlement or entry of judgment which and such settlement or entry of judgment relates to cash Damages only, then the liability includes a complete release of the Indemnifying Party to Buyer from further liability and has no other adverse effect on the Indemnified Party with respect to Buyer. Except as provided in Section 6.2(f) below, the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party Buyer shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying PartyRepresentative, which shall not be unreasonably withheld, conditioned or delayed.

Indemnification Claims. (a) An Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given within 20 days after receipt by the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed ad damnum is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If ; provided that the consent of the Indemnified Party withholds its consent shall not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or entry of judgment which and such settlement or entry judgment includes a complete release of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact from further liability and has no other adverse effect on the Indemnified Party withheld its consentParty. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnification Claims. (a) An Indemnified Party shall give written notification Indemnification Claim for Losses to be paid from the Escrow Fund pursuant to Article IX of the Merger Agreement may be made only if the Company delivers to the Indemnifying Party of Shareholders’ Representative (with a copy to the commencement of any Third Party Action. Such notification shall be given within 20 days after receipt Escrow Agent) by the Indemnified Party of notice of deadline for submitting such Third Party Action, and shall describe an Indemnification Claim under the Merger Agreement (the “Indemnity Termination Date”) a Claim Notice that sets forth in reasonable detail (the specific facts and circumstances giving rise to such claim and a good faith estimate of the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the dollar amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages Losses for which the Indemnified Party shall be indemnified pursuant claims it is entitled to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action indemnification pursuant to the terms of this Section 7.3(athe Merger Agreement (the “Indemnification Amount”). If, within thirty (30) or days following receipt by the Shareholders’ Representative of a Claim Notice, the Shareholders’ Representative gives notice (iia “Counter Notice”) to the Indemnifying Party assumes control of such defense and Company (with a copy to the Indemnified Party reasonably concludes that Escrow Agent) disputing the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the applicable Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent ’s entitlement to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party indemnification with respect to the matter which would have been concluded Indemnification Claim set forth in a Claim Notice or settled shall be limited to disputing the estimate set forth in such Claim Notice of the dollar amount of the Losses for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The is entitled to indemnification pursuant to the terms of the Merger Agreement, the applicable Indemnified Party’s entitlement to indemnification with respect to the Indemnification Claim and the dollar amount of the Losses for which the Indemnified Party shall not agree is entitled to any settlement of, or indemnification pursuant to the entry of any judgment arising from, any such Third Party Action without the prior written consent terms of the Indemnifying Party, which Merger Agreement shall not be unreasonably withheld, conditioned or delayedresolved as provided in Section 2(c) below.

Indemnification Claims. (a) An Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Third Party ActionClaim. Such notification shall be given within 20 thirty (30) days after receipt by the Indemnified Party of notice of such Third Party ActionClaim, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action Claim and the amount of the damages claimed damagestherein (if specified); provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except and only to the extent of any damage that the Indemnifying Party is actually prejudiced by such delay or liability caused by or arising out of such failure. Within 20 twenty (20) days after delivery of such notification, the Indemnifying Party mayshall have the right to, upon written notice thereof to the Indemnified Party, assume control of and conduct, at the Indemnifying Party’s sole cost and expense, the defense of such Third Party Action Claim (with counsel of national standing reasonably satisfactory to the Indemnified Party); provided provided, that (i) as a condition precedent to the Indemnifying Party’s right to assume and conduct such defense, within fifteen (15) days after the Indemnified Party has given notice of such Third Party Claim, (A) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against must notify the Indemnified Party in connection with writing that the Indemnifying Party shall undertake the defense of such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII Claim and (B) the amount Indemnifying Party must agree in writing with the Indemnified Party to unconditionally indemnify the Indemnified Party from and against all such Losses that the Indemnified Party may suffer or incur or to which the Indemnified Party may otherwise become subject and which arise from or as a result of damages claimed is less than or equal are connected with such Third Party Claim (subject to the amount of Damages for which the Indemnifying Party is liable under this Article VII limitations set forth in Section 13.6), and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of conduct the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without Claim to the prior written consent extent such claim constitutes a Third Party Claim (A) involving any criminal or quasi-criminal Proceeding, action, indictment, allegation or investigation or seeking to impose any criminal penalty, fine or other sanction, (B) made by any Governmental Authority or to which any Governmental Authority is a named party, (C) in which relief other than monetary Losses is sought, including any injunctive or other equitable relief, (D) which, if adversely determined, would reasonably be expected, in the good faith judgment of the Indemnified Party, which shall not be unreasonably withheldto establish a precedent, conditioned custom or delayed. If practice materially adverse to the continuing business interests or prospects of the Indemnified Party withholds or its consent Affiliates, or (E) that could, in the good faith judgment of the Indemnified Party, reasonably be expected to result in Losses in excess of the Cap (and for purposes of any such settlement claims with respect to breaches of the representations and warranties other than the Seller Fundamental Representations or entry the Buyer Fundamental Representations, as applicable) or otherwise in excess of judgment which settlement or entry of judgment relates to cash Damages only, then the maximum liability of the Seller Indemnifying Party to Parties or the Indemnified Party with respect to Buyer Indemnifying Parties, as applicable under this Article 13. For avoidance of doubt, in the matter which would have been concluded event that a Seller or settled one or more of its Affiliates and the Buyer or one or more of its Affiliates is named in an Proceeding, such Seller and the Buyer shall be limited entitled to assume the amount for which control of and conduct of their own defense and select counsel of their own choosing to defend their respective interests in such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayedProceeding.

Indemnification Claims. (a) An Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given within 20 twenty (20) days after receipt by the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action for such portion of such Third Party Action involving criminal liability of an Indemnified Party or in which equitable relief is sought against the Indemnified Party that, if granted, would materially and adversely affect the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party Party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise reasonably cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action6.5. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If ; provided that the consent of the Indemnified Party withholds shall not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or judgment and such settlement or judgment includes a complete release of the Indemnified Party from further liability. In the event that the Indemnified Party fails to provide its consent to any such a firm settlement or entry of judgment which settlement or entry of judgment relates to cash Damages onlyoffer, then the maximum liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to not exceed the amount for which of such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consentfirm settlement offer. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnification Claims. (a) An Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given within 20 days after receipt by the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed ad damnum is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in any such defense contest, defense, litigation or settlement conducted by the Controlling Party, and be represented by counsel, at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint complaint, or other pleading which that may have been served on such party and any written claim, demand, invoice, billing billing, or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned conditioned, or delayed. If ; provided that the consent of the Indemnified Party withholds its consent shall not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or entry of judgment which and such settlement or entry judgment includes a complete release of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact from further liability and has no other adverse effect on the Indemnified Party withheld its consentParty. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned conditioned, or delayed.

Indemnification Claims. (a) An Subject to the terms of this Agreement, no Persons that may be entitled to be indemnified hereunder (the “Indemnified Party”) shall be entitled to recover any Damages pursuant to the indemnification obligations set forth in Section 12.2 or 12.3 hereof unless and until the party or parties liable for such indemnification (the “Indemnifying Party”) receives a written notice (a “Notice of Claim”) of a claim for indemnification under Section 12.2 or 12.3, as the case may be (an “Indemnification Claim”) (with a copy to the Escrow Agent, in the case of a Parent Indemnified Party), which in the case of claims for Damages pursuant to the indemnification obligations set forth in Section 12.2 shall constitute notice to all Sellers, stating (i) that an Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given within 20 days after receipt by the has actually suffered or incurred Damages for which such Indemnified Party of notice of believes in good faith that it may be entitled to indemnification, or believes in good faith that an Indemnified Party could suffer or incur Damages for which such Third Indemnified Party Actionbelieves in good faith that it may be entitled to indemnification, and shall describe in reasonable detail (ii) to the extent then known by the Indemnified Party) , a brief description, in reasonable detail, of the facts constituting facts, circumstances or events giving rise to the Indemnification Claim (and the Damages, to the extent known, forming the basis for of such Third Party Action and Indemnification Claim), including to the amount of the claimed damages; provided, however, that no delay or failure on the part of extent then known by the Indemnified Party in so notifying the identity and address of any third-party claimant and copies of any formal demand or complaint, and (iii) the representation, warranty or covenant of this Agreement that may form the basis of such Indemnification Claim. To be valid pursuant to this Section 12.5, a Notice of Claim relating to an Indemnification Claim must be received by the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except prior to the extent expiration of any damage the representation or liability caused by or arising out warranty forming the basis of such failure. Within 20 days after claim, and any delivery or attempted delivery of a Notice of Claim after such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party expiration date shall be indemnified pursuant to this Article VII void and (B) the amount of damages claimed is less than no force or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayedeffect.

Indemnification Claims. A party (athe “Indemnified Party”) An Indemnified Party entitled to indemnification from the other party under the terms of this Agreement (the “Indemnifying Party”) shall give written notification to provide the Indemnifying Party of the commencement with prompt written notice (an “Indemnity Notice”) of any Third Party Action. Such notification shall be given within 20 days after receipt by third party claim which the Indemnified Party of notice of such Third believes gives rise to a claim for indemnity against the Indemnifying Party Actionhereunder, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve be entitled, if it accepts financial responsibility for the Indemnifying Party third party claim, to control the defense of or to settle any liability or obligation hereunder except to the extent of any damage or liability caused such third party claim at its own expense and by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to its own counsel; provided that the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that ’s prior written consent (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability be unreasonably withheld or in which equitable relief is sought against the Indemnified Partydelayed) must be obtained prior to settling any such third party claim. If the Indemnifying Party does notnot accept financial responsibility for the third party claim or fails to defend against the third party claim that is the subject of an Indemnity Notice within thirty (30) days of receiving such notice (or sooner if the nature of the third party claim so requires), or is not permitted under otherwise contests its obligation to indemnify the terms hereof toIndemnified Party in connection therewith, so assume control of the Indemnified Party may, upon providing written notice to the Indemnifying Party, pay, compromise or defend such third party claim. The Indemnified Party shall provide the Indemnifying Party with such information as the Indemnifying Party shall reasonably request to defend any such third party claim and shall otherwise cooperate with the Indemnifying Party in the defense of a Third Party Actionany such third party claim. Except as set forth above in this Section 12(G), the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of not enter into any summons, complaint settlement or other pleading which may have been served on such party and any written claim, demand, invoice, billing compromise or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel consent to the Indemnified Party a judgment with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant third party claim as to the terms of this Section 7.3(a) or (ii) which the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action has an indemnity obligation hereunder without the prior written consent of the Indemnifying Party, Party (which shall may not be unreasonably withheld, conditioned withheld or delayed), and the entering into any settlement or compromise or the consent to any judgment in violation of the foregoing shall constitute a waiver by the Indemnified Party of its right to indemnity hereunder to the extent the Indemnifying Party was prejudiced thereby. Any Indemnifying Party shall be subrogated to the rights of the Indemnified Party to the extent that the Indemnifying Party pays for any Loss suffered by the Indemnified Party hereunder. Notwithstanding anything contained in this Section 12(G) to the contrary, SKYW and Delta will cooperate in the defense of any claim imposed jointly against them or as the result of the conduct of the other.

Indemnification Claims. (a) An The Indemnified Party shall give written notification a Claim Notice to the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given within 20 days after receipt by the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies each claim for indemnification hereunder in respect of claims made by third parties specifying the amount and nature of the claim, and of any summons, complaint or other pleading matter which may have been served on such party and any written reasonably appears likely to give rise to an indemnification claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree have the right, at its expense, to any defend or negotiate a settlement of, or the entry of any judgment arising fromsuch matter, any Third Party Action without so long as the defense or negotiation is expeditious. Except with the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned withheld or delayed. If , the Indemnifying Party shall not, in defending any claim, enter into any settlement by which the Indemnified Party withholds its consent is to any such settlement or entry of judgment be bound which settlement or entry of judgment relates to cash Damages only, then does not include as an unconditional term thereof the liability of the Indemnifying Party delivery to the Indemnified Party with by the party asserting the claim of a release from all liability in respect of such claim. Failure to the give timely notice of a matter which would have been concluded or settled may give rise to an indemnification claim shall be limited to not affect the amount for which such matters could have been concluded or settled but for the fact right of the Indemnified Party withheld its consent. The to be indemnified by the Indemnifying Party; provided, however, that the Indemnified Party shall not agree be entitled to any settlement ofreimbursement for costs and expenses, or including attorneys' fees, for the entry defense of any judgment arising from, any such Third Party Action without a matter incurred prior to the prior written consent of time it gives notice to the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayedParty of an indemnification claim.

Indemnification Claims. (a) An The Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given within 20 days after receipt by the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (to the extent then known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no . No delay or failure on the part of the Indemnified Party Buyer in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such delay or failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party on behalf of Indemnifying Party that any Damages damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and V, (B) the amount ad damnum in such Third Party Action, taken together with the estimated costs of damages claimed defense thereof and the Claimed Amount with respect to any unresolved claims for indemnification then pending, is less than or equal to the amount current Value of Damages for which the Indemnifying remaining Escrow Shares, and (C) an adverse resolution of the Third Party is liable under this Article VII Action would not have a material adverse effect on the goodwill or reputation of the Indemnified Party or the business, operations or future conduct of the Indemnified Party and (ii) the Indemnifying Party may not assume control of the defense of any Third Party Action involving Taxes, any Governmental Entity or criminal liability or in which equitable relief is sought against the Indemnified PartyParty or any of its Subsidiaries. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a5.2(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If ; provided that the consent of the Indemnified Party withholds its consent shall not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or entry of judgment which and such settlement or entry judgment includes a complete release of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact from further liability and has no other adverse effect on the Indemnified Party withheld its consentParty. The Except as provided in Section 5.2(e), the Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnification Claims. A party (athe “Indemnified Party”) An entitled to indemnification from another party under the terms of this Agreement (the “Indemnifying Party”) shall provide the Indemnifying Party with prompt written notice (an “Indemnity Notice”) of any third party claim which the Indemnified Party believes gives rise to a claim for indemnity against the Indemnifying Party hereunder. The Indemnifying Party shall be entitled, if it accepts financial responsibility for the third party claim, to control the defense of or to settle any such third party claim at its own expense and by its own counsel; provided that the Indemnified Party’s prior written consent (which may not be unreasonably withheld or delayed) must be obtained prior to settling any such third party claim. The Indemnified Party shall give written notification to provide the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given within 20 days after receipt by the Indemnified Party of notice of with such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying information as the Indemnifying Party shall relieve reasonably request to defend any such third party claim and shall otherwise cooperate with the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of in the defense of any such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges third party claim. Except as set forth in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party ActionSection 7.03, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of not enter into any summons, complaint settlement or other pleading which may have been served on such party and any written claim, demand, invoice, billing compromise or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel consent to the Indemnified Party a judgment with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant third party claim as to the terms of this Section 7.3(a) or (ii) which the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action has an indemnity obligation hereunder without the prior written consent of the Indemnifying Party, Party (which shall may not be unreasonably withheld, conditioned withheld or delayed), and the entering into of any settlement or compromise or the consent to any judgment in violation of the foregoing shall constitute a waiver by the Indemnified Party of its right to indemnity hereunder to the extent the Indemnifying Party was prejudiced thereby. Any Indemnifying Party shall be subrogated to the rights of the Indemnified Party to the extent that the Indemnifying Party pays for any loss, damage or expense suffered by the Indemnified Party hereunder. If the Indemnifying Party does not accept financial responsibility for the third party claim or fails to defend against the third party claim that is the subject of an Indemnity Notice within 30 days of receiving such notice (or sooner if the nature of the third party claim so requires), or otherwise contests its obligation to indemnify the Indemnified Party in connection therewith, the Indemnified Party may, upon providing written notice to the Indemnifying Party, pay, compromise or defend such third party claim without the prior consent of the (otherwise) Indemnifying Party. In the latter event, the Indemnified Party, by proceeding to defend itself or settle the matter, does not waive any of its rights hereunder to later seek reimbursement from the Indemnifying Party.

Indemnification Claims. (a) An Indemnified Party The Buyer shall give written notification to the Indemnifying Party Representative of the commencement of any Third Party Action. Such notification shall be given within 20 days after receipt by the Indemnified Party Buyer of notice of such Third Party Action, and shall describe in reasonable detail (to the extent then known by the Indemnified PartyBuyer) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no . No delay or failure on the part of the Indemnified Party Buyer in so notifying the Indemnifying Party Representative shall relieve the Indemnifying Party Company Equityholders of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such delay or failure. Within 20 days after delivery of such notification, the Indemnifying Party Representative may, upon written notice thereof to the Indemnified PartyBuyer, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified PartyBuyer; provided that (i) the Indemnifying Party Representative may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party Buyer on behalf of all of the Company Equityholders that any Damages damages, fines, costs or other liabilities that may be assessed against the Indemnified Party Buyer in connection with such Third Party Action constitute Damages for which the Indemnified Party Buyer shall be indemnified pursuant to this Article VII and VII, (B) the amount ad damnum in such Third Party Action, taken together with the estimated costs of damages claimed defense thereof and the Claimed Amount with respect to any unresolved claims for indemnification then pending, is less than or equal to the amount current balance of Damages for which the Indemnifying Escrow Fund, and (C) an adverse resolution of the Third Party is liable under this Article VII Action would not have a material adverse effect on the goodwill or reputation of the Buyer or the business, operations or future conduct of the Buyer and (ii) the Indemnifying Party Representative may not assume control of the defense of any Third Party Action involving Taxes or criminal liability or in which equitable relief is sought against the Indemnified PartyBuyer or any of its subsidiaries. If the Indemnifying Party Representative does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party Buyer shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable The fees and expenses of counsel to the Indemnified Party Buyer with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party Buyer controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party Representative assumes control of such defense and the Indemnified Party Buyer reasonably concludes that the Indemnifying Party Company Equityholders and the Indemnified Party Buyer have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party Neither the Company Equityholders nor the Representative shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified PartyBuyer, which shall not be unreasonably withheld, conditioned or delayed. If ; provided that the Indemnified Party withholds its consent of the Buyer shall not be required if the Representative, on behalf of all of the Company Equityholders, agrees in writing to pay any amounts payable pursuant to such settlement or entry of judgment which and such settlement or entry of judgment relates to cash Damages only, then the liability includes a complete release of the Indemnifying Party to Buyer from further liability and has no other adverse effect on the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consentBuyer. The Indemnified Party Buyer shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying PartyRepresentative, which shall not be unreasonably withheld, conditioned or delayed.

Indemnification Claims. (a) An Indemnified Party The Buyer shall give written notification to the Indemnifying Party Company Equityholder Representative of the commencement of any Third Party Action. Such notification shall be given within 20 twenty (20) days after receipt by the Indemnified Party Buyer of notice of such Third Party Action, and shall describe in reasonable detail (to the extent then known by the Indemnified PartyBuyer) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no . No delay or failure on the part of the Indemnified Party Buyer in so notifying the Indemnifying Party Company Equityholder Representative shall relieve the Indemnifying Party Company Equityholders of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such delay or failure. Within 20 twenty (20) days after delivery of such notification, the Indemnifying Party Company Equityholder Representative may, upon written notice thereof to the Indemnified PartyBuyer, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified PartyBuyer; provided that (i) the Indemnifying Party Company Equityholder Representative may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party Buyer on behalf of all of the Company Equityholders that any Damages damages, fines, costs or other liabilities that may be assessed against the Indemnified Party Buyer in connection with such Third Party Action constitute Damages for which the Indemnified Party Buyer shall be indemnified pursuant to this Article VII and VIII, (B) the amount ad damnum in such Third Party Action, taken together with the estimated costs of damages claimed defense thereof and the Claimed Amount with respect to any unresolved claims for indemnification then pending, is less than or equal to the amount current balance of Damages for which the Indemnifying Escrow Fund, and (C) an adverse resolution of the Third Party is liable under this Article VII Action would not have a material adverse effect on the goodwill or reputation of the Buyer or the business, operations or future conduct of the Buyer and (ii) the Indemnifying Party Company Equityholder Representative may not assume control of the defense of any Third Party Action involving Taxes, any Governmental Entity or criminal liability or in which equitable relief is sought against the Indemnified PartyBuyer or any of its subsidiaries. If the Indemnifying Party Company Equityholder Representative does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party Buyer shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable The fees and expenses of counsel to the Indemnified Party Buyer with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party Buyer controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a8.2(a) or (ii) the Indemnifying Party Company Equityholder Representative assumes control of such defense and the Indemnified Party Buyer reasonably concludes that the Indemnifying Party Company Equityholders and the Indemnified Party Buyer have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party Neither the Company Equityholders nor the Company Equityholder Representative shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified PartyBuyer, which shall not be unreasonably withheld, conditioned or delayed. If ; provided that the Indemnified Party withholds its consent of the Buyer shall not be required if the Company Equityholder Representative, on behalf of all of the Company Equityholders, agrees in writing to pay any amounts payable pursuant to such settlement or entry of judgment which and such settlement or entry of judgment relates to cash Damages only, then the liability includes a complete release of the Indemnifying Party to Buyer from further liability and has no other adverse effect on the Indemnified Party with respect to Buyer. Except as provided in Section 8.2(e), the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party Buyer shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying PartyCompany Equityholder Representative, which shall not be unreasonably withheld, conditioned or delayed.

Indemnification Claims. (a) An Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given within 20 twenty (20) days after receipt by the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 twenty (20) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a6.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If ; provided that the consent of the Indemnified Party withholds its consent shall not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or entry of judgment which and such settlement or entry judgment includes a complete release of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact from further liability and has no other adverse effect on the Indemnified Party withheld its consentParty. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnification Claims. (a) An Indemnified Party In the event the Parent or the Company Stockholders are entitled, or seek to assert rights, to indemnification under this Article VI, the Parent or the Company Stockholders (as the case may be) shall give written notification to the Indemnifying Party Company Stockholders or the Parent (as the case may be) of the commencement of any Third Party Actionsuit or proceeding relating to a third party claim for which indemnification pursuant to this Article VI may be sought. Such notification shall be given within 20 days twenty (20) Business Days after receipt by the Indemnified Party party seeking indemnification of notice of such Third Party Actionsuit or proceeding, and shall describe in reasonable detail (to the extent known by the Indemnified Partyparty seeking indemnification) the facts constituting the basis for such Third Party Action suit or proceeding and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party party seeking indemnification in so notifying the Indemnifying Party indemnifying party shall relieve the Indemnifying Party indemnifying party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 twenty (20) days after delivery of such notification, the Indemnifying Party indemnifying party may, upon written notice thereof to the Indemnified Partyparty seeking indemnification, assume control of the defense of such Third Party Action suit or proceeding with counsel reasonably satisfactory to the Indemnified Partyparty seeking indemnification; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party indemnifying party may not assume control of the defense of Third Party Action a suit or proceeding involving criminal liability or in which equitable relief is sought against the Indemnified Partyparty seeking indemnification. If the Indemnifying Party indemnifying party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Actionsuch defense, the Indemnified Party party seeking indemnification shall control such defense. The party not controlling such defense (the “Non-controlling Party Controlling Party”) may participate in such defense therein at its own expense; provided that if the indemnifying party assumes control of such defense and the party seeking indemnification reasonably concludes that the indemnifying party and the party seeking indemnification have conflicting interests or different defenses available with respect to such suit or proceeding, the reasonable fees and expenses of counsel to the party seeking indemnification shall be considered “Damages” for purposes of this Agreement. The party controlling such defense (the “Controlling Party Party”) shall keep the Non-controlling Controlling Party advised of the status of such Third Party Action suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Controlling Party with respect thereto. The Non-controlling Controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action suit or proceeding (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) suit or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Actionproceeding. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party indemnifying party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action suit or proceeding without the prior written consent of the Indemnifying Partyparty seeking indemnification, which shall not be unreasonably withheldwithheld or delayed; provided that the consent of the party seeking indemnification shall not be required if the indemnifying party agrees in writing to pay any amounts payable pursuant to such settlement or judgment and such settlement or judgment includes a complete release of the party seeking indemnification from further liability and has no other materially adverse effect on the party seeking indemnification. The party seeking indemnification shall not agree to any settlement of, conditioned or the entry of any judgment arising from, any such suit or proceeding without the prior written consent of the indemnifying party, which shall not be unreasonably withheld or delayed.

Indemnification Claims. (a) An Indemnified Party A party entitled, or seeking to assert rights, to indemnification under this Article IX (an "INDEMNIFIED PARTY") shall give written notification (a "NOTIFICATION OF SUIT") to the Indemnifying Party party from whom indemnification is sought (an "INDEMNIFYING PARTY") of the commencement of any Third Party Actionsuit or proceeding relating to a third party claim for which indemnification pursuant to this Article IX may be sought. Such notification Notification of Suit shall be given within 20 30 business days after receipt by the Indemnified Party of notice of such Third Party Actionsuit or proceeding, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action suit or proceeding and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 30 days after delivery of such notificationNotification of Suit, the Indemnifying Party (through the Indemnification Representative in the event the Indemnified Party is a Parent Indemnified Party) may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory suit or proceeding if, but only if, the Indemnifying Parties acknowledge in writing their obligation to indemnify the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that Parties hereunder against any Damages that may be assessed against the such Indemnified Party Parties incur or have incurred in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) third party claim; provided that the Indemnifying Party may not assume control of the defense of Third Party Action a suit or proceeding involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Actionsuch defense, the Indemnified Party shall control such defense. The Nonparty not controlling such defense (the "NON-controlling Party CONTROLLING PARTY") may participate in such defense therein at its own expense. The Controlling Party party controlling such defense (the "CONTROLLING PARTY") shall keep the Non-controlling Party advised of the status of such Third Party Action suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action suit or proceeding (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) suit or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Actionproceeding. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action such suit or proceeding without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned withheld or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action suit or proceeding without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned withheld or delayed.

Indemnification Claims. (a) An A Party seeking to assert rights to indemnification under this Article VIII (the "Indemnified Party Party") shall give written notification to the ----------------- party from which indemnification is sought (the "Indemnifying Party Party") of the ------------------ commencement of any Third Party Actionaction, suit or proceeding relating to a third party claim for which indemnification pursuant to this Article VIII may be sought. Such notification shall be given within 20 business days after receipt by the Indemnified Party of notice of such Third Party Actionaction, suit or proceeding, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action action, suit or proceeding and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action action, suit or proceeding with counsel reasonably satisfactory to the Indemnified Party; , provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action action, suit or proceeding constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified PartyVIII. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Actionsuch defense, the Indemnified Party shall control such defense. The Party not controlling such defense (the "Non-controlling Party Controlling Party") --------------------- may participate in such defense therein at its own expense; provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such action, suit or proceeding, the reasonable fees and expenses of counsel to the Indemnified Party shall be considered "Damages" for purposes of this Agreement. The Party controlling such defense (the "Controlling Party Party") shall keep the Non-controlling Non- ----------------- Controlling Party advised of the status of such Third Party Action action, suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Controlling Party with respect thereto. The Non-controlling Controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action action, suit or proceeding (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreementaction, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) suit or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Actionproceeding. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action such action, suit or proceeding without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned withheld or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action action, suit or proceeding without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned withheld or delayed.

Indemnification Claims. (a) An Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given within 20 days after receipt by the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damagesDamages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided provided, that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages Damages, as applicable, for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed Claimed Amount is less than or equal to the amount of Damages Damages, as applicable, for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of a Third Party Action involving criminal liability liability, Taxes (which shall be governed by Section 8.6(b)) or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages Damages, as applicable, for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) ), or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnification Claims. (a) An Indemnified Party The Buyer shall give written notification to the Indemnifying Notified Party of the commencement of any Third Party Action. Such notification shall be given within 20 days after receipt by the Indemnified Party Buyer of notice of such Third Party Action, and shall describe in reasonable detail (to the extent then known by the Indemnified PartyBuyer) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no . No delay or failure on the part of the Indemnified Party Buyer in so notifying the Indemnifying Notified Party shall relieve the Indemnifying Party Company Participating Equity Holders or Spinco, as applicable, of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such delay or failure. Within 20 days after delivery of such notification, the Indemnifying Notified Party may, upon written notice thereof to the Indemnified PartyBuyer, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified PartyBuyer; provided that (i) the Indemnifying Notified Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party Buyer that any Damages damages, fines, costs or other liabilities that may be assessed against the Indemnified Party Buyer in connection with such Third Party Action constitute constitute, subject to the limitations set forth in this Article VII, Damages for which the Indemnified Party Buyer shall be indemnified pursuant to this Article VII and VII, (B) the amount of damages claimed in such Third Party Action, taken together with the estimated costs of defense thereof and the Claimed Amount with respect to any unresolved claims for indemnification then pending, is less than or equal to the amount current balance of Damages the Escrow Fund or the Special Escrow Fund, as applicable, unless the Notified Party (x) provides reasonable assurance to the Buyer of the financial capability to meet its obligations for which the Indemnifying defense of such Third Party is liable under this Article VII Action and (y) agrees to satisfy, and provides reasonable assurance to the Buyer of the financial capability to meet its obligations to satisfy, any damages, fines, costs or other liabilities that the Buyer or any of its Affiliates may incur in connection with such Third Party Action in excess of the current balance of the Escrow Fund or the Special Escrow Fund, as applicable, and (C) an adverse resolution of the Third Party Action would not have a material adverse effect on the goodwill or reputation of the Buyer or the business, operations or future conduct of the Buyer and (ii) the Indemnifying Notified Party may not assume control of the defense of any Third Party Action involving Taxes or criminal liability or in which equitable relief is sought against the Indemnified PartyBuyer. If the Indemnifying Notified Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party Buyer shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the The reasonable fees and expenses of counsel to the Indemnified Party Buyer with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (ix) the Indemnified Party Buyer controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (iiy) the Indemnifying Notified Party assumes control of such defense and the Indemnified Party Buyer reasonably concludes that the Indemnifying Notified Party and the Indemnified Party Buyer have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Notified Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified PartyBuyer, which shall not be unreasonably withheld, conditioned or delayed. If ; provided that the Indemnified consent of the Buyer shall not be required if the Notified Party withholds its consent agrees in writing to pay any amounts payable pursuant to such settlement or entry of judgment which and such settlement or entry of judgment relates to cash Damages only, then the liability includes a complete release of the Indemnifying Party to Buyer from further liability and has no other adverse effect on the Indemnified Party with respect to Buyer. Except as otherwise expressly provided in Section 7.3(f) below, the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party Buyer shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Notified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnification Claims. (a) An Indemnified Party shall give written notification to the Indemnifying Party Holder Agent of the commencement of any Third Party Action. Such notification shall be given within 20 thirty (30) days after receipt by the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damagesDamages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party Holder Agent shall relieve the Indemnifying Party Securityholders of any liability or obligation hereunder except to the extent of any damage Damage or liability Liability caused by or arising out of such failure. Within 20 thirty (30) days after delivery of such notification, the Indemnifying Party Holder Agent may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party Holder Agent may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages Damages, fines, costs or other Liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and VI, (B) the Third Party Action is asserted by a Person other than a Governmental Entity and does not seek punitive, exemplary or similar damages, treble damages or other damages in excess of actual damages, and does not seek a declaratory judgment, injunctive relief or specific performance, (C) the Person asserting a Third Party Action is not a customer or strategic partner of any Indemnified Party, (D) the total amount of damages claimed is less than or equal Damages that may be awarded with respect to such claims does not exceed the amount then remaining in the Escrow Fund after deducting therefrom the amount of Damages all outstanding unpaid and/or unresolved claims for which the Indemnifying Party is liable under this Article VII indemnification and (iiE) the Indemnifying Party may not assume control of the defense of Third Party Action involving does not involve Taxes, infringement, violation or misappropriation of Intellectual Property, criminal liability Liability or the matters described in which equitable relief is sought against the Indemnified PartySection 6.2(d) or Section 6.2(e). If the Indemnifying Party Holder Agent does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised on a reasonably current basis of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action for which an Indemnified Party is entitled to indemnification pursuant to this Article VI shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a6.3(a) or (ii) the Indemnifying Party assumes Securityholders assume control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party Securityholders and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Neither the Holder Agent or the Indemnifying Party Securityholders shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not be entitled to agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without in its sole discretion; provided, however, that the prior written consent Holder Agent shall be entitled to dispute (x) that such Third Party Action constituted a claim for which the Indemnified Party is entitled to indemnification under this Article VI and/or (y) the amount of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayedindemnifiable Damages subject to such Third Party Action.

Indemnification Claims. (a) An Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given within 20 days after receipt by the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII VIII and (B) the amount of damages claimed ad damnum is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII VIII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a8.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If ; provided that the consent of the Indemnified Party withholds its consent shall not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or entry of judgment which and such settlement or entry judgment includes a complete release of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact from further liability and has no other adverse effect on the Indemnified Party withheld its consentParty. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnification Claims. (a) An Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given within 20 days Promptly after receipt by the Indemnified Party an indemnified party of notice of such Third Party Actionany claim, and liability or expense to which the indemnification obligations hereunder would apply, the indemnified party shall describe give notice thereof in reasonable detail (writing to the indemnifying party, but the omission to so notify the indemnifying party promptly will not relieve the indemnifying party from any liability except to the extent known by that the Indemnified Partyindemnifying party shall have been prejudiced as a result of the failure or delay in giving such notice. Such notice shall state the information then available regarding the amount and nature of such claim, liability or expense and shall specify the provision or provisions of this Agreement under which the liability or obligation is asserted. With respect to third party claims, if within twenty (20) days after receiving the facts constituting notice described in clause (a) above the basis indemnifying party gives (i) written notice to the indemnified party stating that (A) it would be liable under the provisions hereof for such Third Party Action and 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 claimed damagesindemnified party that such claim will be promptly paid in full if required, then counsel for the defense shall be selected by the indemnifying party and the indemnified party shall not make any payment or settlement 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 no delay the assumption of defense of any such matters by the indemnifying party shall relate solely to the claim, liability or failure on expense that is subject or potentially subject to indemnification. The indemnifying party shall have the part right, with the consent of the Indemnified Party in so notifying the Indemnifying Party indemnified party, which consent shall relieve the Indemnifying Party not be unreasonably withheld, to settle all indemnifiable matters related to claims by third parties which are susceptible to being settled, unless such compromise or settlement includes an unconditional release of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control in which case no consent shall be required. The indemnifying party shall keep the indemnified party apprised of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control status of the defense of Third Party Action involving criminal claim, liability or in which equitable relief is sought against expense and any resulting suit, proceeding or enforcement action, shall furnish the Indemnified Partyindemnified 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. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party ActionNotwithstanding anything herein stated, the Indemnified Party indemnified party shall control such defense. The Non-controlling Party may at all times have the right to fully participate in such defense at its own expenseexpense 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. The Controlling Party shall keep If no such notice of intent to dispute and defend is given by the Non-controlling Party advised 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 status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summonsindemnifying party, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in 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 Third Party Action. Notwithstanding claim, liability or expense provided that any other provision of this Agreementsuch compromise or settlement shall not, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Partyindemnifying party, which shall exceed the amount of the initial claim or any amendment to such claim disclosed to the indemnifying party. If such claim, liability or expense is one that by its nature cannot be unreasonably withheld, conditioned or delayed. If defended solely by the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages onlyindemnifying party, then the liability of indemnified party shall make available all information and assistance that the Indemnifying Party to indemnifying party may reasonably request and shall cooperate with the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which indemnifying party in such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayeddefense.

Indemnification Claims. (a) An Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given within 20 days after receipt by the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed ad damnum is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of any Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnification Claims. (ai) An If an Indemnified Party is of the opinion that he, she or it has or may acquire a right to indemnification under this Article 7 (each, an “Indemnification Claim”), such Indemnified Party shall give promptly so notify the other party obligated to provide indemnification hereunder (the “Indemnifying Party”) in a written notification to the Indemnifying Party of the commencement of notice, signed by such Indemnified Party, or any Third Party Action. Such notification shall be given within 20 days after receipt by the officer thereof where applicable (each, an “Indemnification Claim Certificate”) (i) stating that such Indemnified Party has directly or indirectly paid, sustained or incurred any Damages, or reasonably anticipates that he, she or it will directly or indirectly pay, sustain or incur any Damages, (ii) specifying in reasonable detail the individual items of notice Damages included in the amount so stated (and the method of computation of each such Third Party Actionitem of Damages; if applicable), and shall describe the date each such item of Damages was paid, sustained or incurred, or the basis for such reasonably anticipated Damages, (iii) a brief description in reasonable detail (to the extent known by the available to such Indemnified Party) of the facts constituting facts, circumstances or events giving rise to each item of Damages based on such Indemnified Party’s good faith belief thereof, including the identity and address of any third-party claimant and copies of any formal demand or complaint relating thereto, and (iv) the basis for indemnification under Section 7.2 to which such Third Party Action and item of Damages is related (including, if applicable, the amount specific nature of the claimed damages; providedmisrepresentation, howeveror the breach of warranty or covenant). Subject to the provisions of Section 1.1(a)(iii), upon delivery of an Indemnification Claim Certificate by Purchaser, any Holdback Amount, or if applicable, any Post Closing Payment, that no delay or failure on may become payable pursuant to this Agreement, shall not be paid to the part of the Indemnified Party Selling Members until such Indemnification Claim contained in so notifying the Indemnifying Party such Indemnification Claim Certificate shall relieve the Indemnifying Party of any liability or obligation hereunder except be resolved in accordance with this Section 7.2(d) (but solely to the extent of any damage or liability caused by or arising out the Damages claimed in such Indemnification Claim Certificate, with the balance of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof amount payable to the Indemnified Party, assume control of the defense of such Third Party Action Selling Members to be paid in accordance with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed).

Indemnification Claims. (a) An A party entitled, or seeking to assert rights, to indemnification under this Article II (an "Indemnified Party Party") shall give written notification to the party from whom indemnification is sought (an "Indemnifying Party Party") of the commencement of any Third Party Actionsuit or proceeding relating to a third party claim for which indemnification pursuant to this Article II may be sought. Such notification shall be given within 20 business days after receipt by the Indemnified Party of notice of such Third Party Actionsuit or proceeding, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action suit or proceeding and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within Promptly, and in any event within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action suit or proceeding with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party suit or proceeding shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII II and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action a suit or proceeding involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Actionsuch defense, the Indemnified Party shall control such defense. The party not controlling such defense (the "Non-controlling Party Party") may participate in such defense therein at its own expense; provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such suit or proceeding, the reasonable fees and expenses of counsel to the Indemnified Party shall be considered "Damages" for purposes of this Agreement. The party controlling such defense (the "Controlling Party Party") shall keep the Non-controlling Party advised of the status of such Third Party Action suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action suit or proceeding (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) suit or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Actionproceeding. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action such suit or proceeding without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned withheld or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action suit or proceeding without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned withheld or delayed.

Indemnification Claims. (a) An In order to seek indemnification under this Section 8, an Indemnified Party shall give written notification (a "CLAIM NOTICE") to the Indemnifying Party, with a copy to the Escrow Agent, which contains (i) a description and the amount (the "CLAIMED AMOUNT") of any Damages incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Section 8 for such Damages and a reasonable explanation of the commencement basis therefor, and (iii) a demand for payment (in the manner provided in paragraph (b) below) in the amount of any Third such Damages. If the matter involves a third party claim and within twenty (20) days after receiving such notice the Indemnifying Party Action. Such notification 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, then counsel for the defense shall be given within 20 days after receipt selected by the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (subject to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part consent of the Indemnified Party in so notifying 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 Indemnified Party shall relieve relate solely to the claim, liability or expense that is subject or potentially subject to indemnification; and PROVIDED FURTHER that the defense of any claim, liability or expense that may result in liability of both the Indemnified Party and Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failureshall be conducted jointly. Within 20 days after delivery of such notification, the The Indemnifying Party mayshall have the right, upon written notice thereof to with the consent of the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory which consent shall not be unreasonably withheld, to the Indemnified Party; settle all indemnifiable matters related to claims by third parties which are susceptible to being settled provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing its obligation to indemnify the Indemnified Party that any Damages that may therefor will be assessed against fully satisfied. The Indemnifying Party shall keep the Indemnified Party in connection apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the Indemnified Party with such Third Party Action constitute Damages for which all documents and information that the Indemnified Party shall be indemnified pursuant reasonably request and shall consult with the Indemnified Party prior to this Article VII and (B) the amount of damages claimed is less than or equal acting on major matters, including settlement discussions. Notwithstanding anything herein stated to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Actioncontrary, the Indemnified Party shall control such defense. The Non-controlling Party may at all times have the right to fully participate in such defense at its own expense. The Controlling Party shall keep expense directly or through counsel; PROVIDED, HOWEVER, if the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel named parties to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) action or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that proceeding include both the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement ofand representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, or the entry expense of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If separate counsel for the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of shall be paid by the Indemnifying Party Party; and PROVIDED FURTHER that the parties shall fully defend claims, liabilities and expenses under the circumstances described above. 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 with respect to shall, at the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent expense of the Indemnifying Party, which undertake the defense of (with counsel selected by the Indemnified Party), and shall have the right to compromise or settle (exercising reasonable business judgement), such claim, liability or expense, PROVIDED that, if such claim, liability or expense is one that by its nature cannot be unreasonably withhelddefended solely by the Indemnified Party, conditioned or delayedthe Indemnifying Party shall make available all information and assistance that the Indemnified Party may reasonably request and shall cooperate with the Indemnified Party in such defense.

Indemnification Claims. If an Indemnified Party wishes to assert an indemnification claim against a party responsible for indemnification under this Agreement (aan “Indemnifying Party” ) An (which term shall be deemed to include all Indemnifying Parties if more than one), the Indemnified Party shall give deliver to the Indemnifying Party a written notification notice (a “Claim Notice” ) prior to the earlier of the expiration of the time period set forth in Section 7.8(c) or the date on which the final Earnout Payment is made, containing (i) a statement that a specific representation, warranty, covenant or other indemnifiable matter has been breached by such other party (including an identification of such representation, warranty, covenant or other indemnifiable matter); (ii) a detailed description of the facts and circumstances, to the extent known, giving rise to the alleged breach of such representation, warranty, covenant or other indemnifiable matter; and (iii) an assertion that a claim for recovery under this Article 7 is due, including a reasonable estimate of the total amount of, the Indemnifiable Losses actually incurred or expected to be incurred by the Indemnified Party as a direct result of such alleged breach. If, within 45 calendar days after a Claim Notice is received by the Indemnifying Party, the Indemnifying Party does not contest such Claim Notice in writing to the Indemnified Party, the Indemnifying Party shall be conclusively deemed to have consented, to the recovery by the Indemnified Party of the full amount of Indemnifiable Losses specified in the Notice of Claim in accordance with this Article 7 (subject to the limitations contained in Sections 7.7 and 7.8 hereof), including, in the case of the Company Holders, the forfeiture of the Escrow Amount, the Maximum Earnout Amount, the Wound Closure Milestone Payment and the Orthopedic Milestone Payment equal to such Indemnifiable Losses and, without further notice, to have stipulated to the entry of a final judgment for damages against the Indemnifying Party for such amount in any court having jurisdiction over the matter where venue is proper. If the Indemnifying Party gives the Indemnified Party written notice contesting all or any portion of a Claim Notice (a “Contested Claim” ) within 45 calendar days, then such Contested Claim shall be resolved by either (i) a written settlement agreement or memorandum executed by the Indemnified Party and the Indemnifying Party or (ii) in the absence of such a written settlement agreement within 45 calendar days following receipt by the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given within 20 days after receipt Claim Notice, by the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (appropriate remedies available to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable parties under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayedapplicable law.

Indemnification Claims. (a) An Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given within 20 days after receipt by the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; providedPROVIDED, howeverHOWEVER, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided PROVIDED that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII VI and (B) the amount of damages claimed AD DAMNUM is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII VI and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a6.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action; PROVIDED that, with respect to each of (i) and (ii) in the foregoing sentence, the Indemnified Party is entitled to be indemnified hereunder with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnification Claims. (a) An Upon receipt by a Party from whom indemnification is being sought pursuant to Section 9.1 (an “Indemnifying Person”) of a certificate signed by any officer (an “Officer’s Certificate”) of a Purchaser Indemnified Party Person or a Seller Indemnified Person (an “Indemnified Person”) stating that Damages exist with respect to the indemnification obligations of the Indemnifying Person set forth in Section 9.1, which Officer’s Certificate shall give written notification be delivered to the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given Person within 20 thirty (30) days after receipt by the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part an officer of the Indemnified Party in so notifying Person becomes aware of the Indemnifying Party relevant Damages or the occurrence of the event giving rise to such Damages (provided that any failure to timely deliver such notice shall relieve the Indemnifying Party of any liability or obligation not affect an Indemnified Person’s rights hereunder except to the extent of any damage or liability caused the Indemnifying Person was prejudiced by or arising out such failure), and specifying in reasonable detail the individual items of such failure. Within 20 days after delivery of such notificationDamages included in the amount so stated, the Indemnifying Party maydate each such item was paid, upon written notice thereof to or properly accrued or arose, and the Indemnified Party, assume control nature of the defense misrepresentation, breach of warranty, covenant or claim to which such Third Party Action with counsel reasonably satisfactory to item is related (specifying the Indemnified Party; provided that Section(s) or subsection(s) of this Agreement so breached), (i) in the Indemnifying Party may only assume control case of such defense if (A) it acknowledges in writing Damages suffered by a Purchaser Indemnified Person, Purchaser shall, subject to the Indemnified Party that any Damages that may provisions of this Section 9 (including the set off rights in Section 9.1(h)), be assessed entitled to set off against the Indemnified Party in connection with Holdback Amount or any Seller Participation Payment owed by Purchaser a portion of the Holdback Amount or such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or Seller Participation Payment having a value equal to the such Damages, and such amount of Damages for which the Indemnifying Party is liable under this Article VII shall no longer be payable to Seller, and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense case of such Third Party Action. Notwithstanding any other provision of this AgreementDamages suffered by a Seller Indemnified Person, the reasonable fees and expenses of counsel Seller shall, subject to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms provisions of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect 9, be entitled to receive an amount in cash equal to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayedDamages.

Indemnification Claims. (a) An Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given within 20 days after receipt by the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII VI and (B) the amount of damages claimed ad damnum is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII VI and (ii) the Indemnifying Party may not assume control of the defense of any Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a6.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnification Claims. (a) An Indemnified Party In the event the Parent or the Company Stockholders are entitled, or seek to assert rights, to indemnification under this Article VI, the Parent or the Company Stockholders (as the case may be) shall give written notification to the Indemnifying Party Company Stockholders or the Parent (as the case may be) of the commencement of any Third Party Actionsuit or proceeding relating to a third party claim for which indemnification pursuant to this Article VI may be sought. Such notification shall be given within 20 business days after receipt by the Indemnified Party party seeking indemnification of notice of such Third Party Actionsuit or proceeding, and shall describe in reasonable detail (to the extent known by the Indemnified Partyparty seeking indemnification) the facts constituting the basis for such Third Party Action suit or proceeding and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party party seeking indemnification in so notifying the Indemnifying Party indemnifying party shall relieve the Indemnifying Party indemnifying party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party indemnifying party may, upon written notice thereof to the Indemnified Partyparty seeking indemnification, assume control of the defense of such Third Party Action suit or proceeding with counsel reasonably satisfactory to the Indemnified Partyparty seeking indemnification; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party indemnifying party may not assume control of the defense of Third Party Action a suit or proceeding involving criminal liability or in which equitable relief is sought against the Indemnified Partyparty seeking indemnification. If the Indemnifying Party indemnifying party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Actionsuch defense, the Indemnified Party party seeking indemnification shall control such defense. The party not controlling such defense (the “Non-controlling Party Controlling Party”) may participate in such defense therein at its own expense; provided that if the indemnifying party assumes control of such defense and the party seeking indemnification reasonably concludes that the indemnifying party and the party seeking indemnification have conflicting interests or different defenses available with respect to such suit or proceeding, the reasonable fees and expenses of counsel to the party seeking indemnification shall be considered “Damages” for purposes of this Agreement. The party controlling such defense (the “Controlling Party Party”) shall keep the Non-controlling Controlling Party advised of the status of such Third Party Action suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Controlling Party with respect thereto. The Non-controlling Controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action suit or proceeding (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) suit or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Actionproceeding. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party indemnifying party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action suit or proceeding without the prior written consent of the Indemnifying Partyparty seeking indemnification, which shall not be unreasonably withheldwithheld or delayed; provided that the consent of the party seeking indemnification shall not be required if the indemnifying party agrees in writing to pay any amounts payable pursuant to such settlement or judgment and such settlement or judgment includes a complete release of the party seeking indemnification from further liability and has no other materially adverse effect on the party seeking indemnification. The party seeking indemnification shall not agree to any settlement of, conditioned or the entry of any judgment arising from, any such suit or proceeding without the prior written consent of the indemnifying party, which shall not be unreasonably withheld or delayed.

Indemnification Claims. (a) An Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given within 20 twenty (20) days after receipt by the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any material damage or liability caused by or arising out of such failure. Within 20 twenty (20) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided provided, that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII VI and (B) the amount of damages claimed ad damnum is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII VI and (ii) the Indemnifying Party may not assume control of the defense of any Third Party Action (A) asserted directly by or on behalf of a Person that is a supplier or customer of the Acquired Companies, (B) involving criminal liability or liability, (C) in which equitable relief is sought against the Indemnified PartyParty or (D) that gives rise to a conflict of interest between the Indemnifying Party and the Indemnified Party which cannot be waived. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expenseexpense (subject to the provisions of this Section 6.3(a)). The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall use commercially reasonable efforts to furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise reasonably cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a6.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnification Claims. (a) An A party entitled, or seeking to assert rights, to indemnification under this Article VI (an "Indemnified Party Party") shall give written notification to the party from whom indemnification is sought (an "Indemnifying Party Party") of the commencement of any Third Party Actionsuit or proceeding relating to a third party claim for which indemnification pursuant to this Article VI may be sought. Such notification shall be given within 20 business days after receipt by the Indemnified Party of notice of such Third Party Actionsuit or proceeding, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action suit or proceeding and the amount of the claimed damages; providedPROVIDED, howeverHOWEVER, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action suit or proceeding with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action suit or proceeding constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII VI and (B) the amount of damages claimed AD DAMNUM is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII VI and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action a suit or proceeding involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Actionsuch defense, the Indemnified Party shall control such defense. The party not controlling such defense (the "Non-controlling Party Party") may participate in such defense therein at its own expense; provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such suit or proceeding, the reasonable fees and expenses of counsel to the Indemnified Party shall be considered "Damages" for purposes of this Agreement. The party controlling such defense (the "Controlling Party Party") shall keep the Non-controlling Party advised of the status of such Third Party Action suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action suit or proceeding (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) suit or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Actionproceeding. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action such suit or proceeding without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned withheld or delayed. If ; provided that the consent of the Indemnified Party withholds its consent shall not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or entry of judgment which and such settlement or entry judgment includes a complete release of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact from further liability and has no other adverse effect on the Indemnified Party withheld its consentParty. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action suit or proceeding without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned withheld or delayed.

Indemnification Claims. (a) An Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given within 20 twenty (20) days after receipt by the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 twenty (20) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article ARTICLE VII and (B) the amount of damages claimed ad damnum is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article ARTICLE VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if it is determined that such Third Party Action is subject to indemnification hereunder and (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If ; provided that the consent of the Indemnified Party withholds its consent shall not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or entry of judgment which and such settlement or entry judgment includes a complete release of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact from further liability and has no other adverse effect on the Indemnified Party withheld its consentParty. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnification Claims. (a) An Indemnified Party shall give written notification to the Indemnifying Party Holder Representative of the commencement of any Third Party Action. Such notification shall be given within 20 calendar days after receipt by the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damagesDamages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party Holder Representative shall relieve the Indemnifying Party Securityholders of any liability or obligation hereunder except to the extent of any damage Damage or liability Liability caused by or arising out of such failure. Within 20 calendar days after delivery of such notification, the Indemnifying Party Holder Representative may, upon written notice thereof to the Indemnified Party, assume the control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party Holder Representative may only assume the control of such defense if (A) it the Holder Representative acknowledges in writing to the Indemnified Party that any Damages Damages, fines, costs or other Liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and VI, (B) the amount Third Party Action is asserted by a Person other than a Governmental Entity and is solely for monetary damages (and not for punitive, exemplary or similar damages, treble damages or other damages in excess of damages claimed actual damages), and does not seek a declaratory judgment, injunctive relief or specific performance, (C) the Person asserting a Third Party Action is less than not a customer, supplier or equal to strategic partner of any Indemnified Party, (D) the total amount of Damages for which that may be awarded with respect to such claims does not exceed the Indemnifying Party is liable under this Article VII then Available Indemnity Escrow Fund and (iiE) the Indemnifying Party may not assume control of the defense of Third Party Action involving does not involve Taxes, infringement, violation or misappropriation of Intellectual Property or criminal liability or in which equitable relief is sought against the Indemnified PartyLiability. If the Indemnifying Party Holder Representative does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a6.3(a) or (ii) the Indemnifying Party Holder Representative assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party Securityholders and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Neither the Holder Representative nor the Indemnifying Party Securityholders shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not be entitled to agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without in its sole discretion. If the Indemnified Party obtains the prior written consent of the Holder Representative to the settlement of, or entry of judgment arising from, any Third Party Action, the Indemnifying PartySecurityholders shall be obligated to indemnify the Indemnified Parties for Damages under the settlement subject to the limitations set forth in this Article VI. Notwithstanding the foregoing, which except for any settlement or entry of judgment entered into with the prior written consent of the Holder Representative, no settlement of, or the entry of any judgment arising from, any Third Party Action shall not in any respect be unreasonably withhelddeterminative of the validity of the Third Party Action as an indemnifiable claim or the amount of indemnifiable Damages and the Holder Representative shall be entitled to dispute whether such claim is an indemnifiable claim and/or the amount of indemnifiable Damages with respect to such claim, conditioned or delayedin each case in accordance with this Article VI.

Indemnification Claims. (a) An In order for a Buyer Indemnified Party shall give written notification or a Seller Indemnified Party (an “Indemnified Party”) to be entitled to any indemnification provided for under Section 8.1 or Section 8.2 in respect of, arising out of or involving a third-party suit, proceeding, claim or demand (a “Third-Party Claim”), such Indemnified Party must notify, with respect to a claim for indemnification pursuant to Section 8.1, Seller, or, with respect to a claim for indemnification pursuant to Section 8.2, Buyer (each, an “Indemnifying Party”), in writing of the Third-Party Claim (including in such notice a brief description of the applicable claim(s), including damages sought or estimated, to the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given extent actually known by such Indemnified Party) within 20 days twenty (20) Business Days after receipt by the such Indemnified Party of actual notice of such Third the Third-Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damagesClaim; provided, however, that no delay failure to give such notification shall not affect the indemnification provided under Section 8.1 or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder Section 8.2, except to the extent of any damage or liability caused by or arising out the Indemnifying Party has been actually prejudiced as a result of such failure. Within 20 days after delivery of such notification, the Any Indemnifying Party may, upon written notice thereof will have the right at any time to the Indemnified Party, assume control of and thereafter conduct the defense of such Third the Third-Party Action Claim with counsel reasonably satisfactory to the Indemnified Partyof its choice; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does notprovided, or is not permitted under the terms hereof tohowever, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect will not consent to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, Judgment or enter into any Third settlement with respect to the Third-Party Action Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably) unless the Judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. Unless and until an Indemnifying Party assumes the defense of the Third-Party Claim as provided in the preceding sentence, which shall not be unreasonably withheldhowever, conditioned or delayed. If the Indemnified Party withholds its consent to may defend against the Third-Party Claim in any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to manner it reasonably may deem appropriate. In no event will the Indemnified Party consent to the entry of any Judgment or enter into any settlement with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Third-Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action Claim without the prior written consent of each of the Indemnifying Party, which shall Parties (not to be unreasonably withheld, conditioned or delayedwithheld unreasonably).

Indemnification Claims. (a) An A party entitled, or seeking to assert rights, to indemnification under this Article VI (an "Indemnified Party Party") shall give written notification to the party from whom indemnification is sought (an "Indemnifying Party Party") of the commencement of any Third Party Actionsuit or proceeding relating to a third party claim for which indemnification pursuant to this Article VI may be sought. Such notification shall be given within 20 business days after receipt by the Indemnified Party of notice of such Third Party Actionsuit or proceeding, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action suit or proceeding and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action suit or proceeding with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action suit or proceeding constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII VI and (B) the amount of damages claimed ad damnum is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII VI and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action a suit or proceeding involving criminal liability or in which equitable relief is sought against the Indemnified Partyliability. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Actionsuch defense, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed.shall

Indemnification Claims. (a) An Indemnified Party Buyer shall give written notification to the Indemnifying Party Stockholders’ Representative and the Escrow Agent of the commencement of any suit or proceeding by a person or entity for which indemnification may be sought by Buyer under this Article 10 (a “Third Party Action”). Such notification shall be given within 20 days as soon as practicable after receipt by the Indemnified Party Buyer of notice of such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified PartyBuyer) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party Buyer in so notifying the Indemnifying Party Stockholders’ Representative shall relieve the Indemnifying Party Stockholders of any liability or obligation indemnification obligations hereunder except to the extent of any damage or liability Damages caused by or arising out of such failuredelay or failure or to the extent such delay or failure will have adversely prejudiced the Stockholders. Buyer will promptly provide the Stockholders’ Representative with such additional information with respect thereto that the Stockholders’ Representative may reasonably request. Within 20 days after delivery of such notification, the Indemnifying Party Stockholders’ Representative may, upon written notice thereof to the Indemnified PartyBuyer, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to Buyer (it being understood and agreed that the Indemnified Partylaw firms listed in Section 10.02 of the Company Disclosure Schedule shall be deemed reasonably satisfactory to Buyer); provided that (i) the Indemnifying Party Stockholders’ Representative may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party Buyer that any Damages that may be assessed against the Indemnified Party Buyer in connection with such Third Party Action constitute Damages for which the Indemnified Party Buyer shall be indemnified pursuant to and subject to the limitations of this Article VII 10 and (B) the Third Party Action is reasonably likely to result in an amount of damages claimed that is less than or equal to the amount of Damages for to which the Indemnifying Party is liable Buyer may be entitled under this Article VII 10 and (ii) the Indemnifying Party Stockholders’ Representative may not assume control of the defense of a Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified PartyBuyer. If the Indemnifying Party Stockholders’ Representative does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party Buyer shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the The reasonable fees and expenses of counsel to the Indemnified Party Buyer with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party Buyer controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a10.02(a) or (ii) the Indemnifying Party Stockholders’ Representative assumes control of such defense and the Indemnified Party Buyer reasonably concludes that the Indemnifying Party Stockholders and the Indemnified Party Buyer have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Stockholders’ Representative shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of Buyer, which shall not be unreasonably withheld, conditioned or delayed. Buyer shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying PartyStockholders’ Representative, which shall not be unreasonably withheld, conditioned or delayed.

Indemnification Claims. (a) An Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given within 20 days after receipt by the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed ad damnum is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnification Claims. (a) An Indemnified Party shall give written notification to the Indemnifying Party (a "CLAIM NOTICE") of the commencement of any Third Party Actionsuit or proceeding relating to a third party claim for which indemnification pursuant to this Article 7 may be sought (each a "THIRD PARTY CLAIM"). Such notification Claim Notice shall be given within 20 days Business Days after receipt by the Indemnified Party of notice of such Third Party ActionClaim, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action Claim and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days Business Days after delivery of such notificationClaim Notice, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action Claim with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of any Legal Proceeding involving a Third Party Action involving Claim for criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Actionsuch defense, the Indemnified Party shall control such defense. The Nonparty not controlling such defense (the "NON-controlling Party CONTROLLING PARTY") may participate in such in, but not control, the defense at its own expense; provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Claim, the reasonable fees and expenses of one counsel incurred by the Indemnified Party as a result of protecting or preserving such conflicting interests or different defenses shall be considered Damages for purposes of this Agreement. The Controlling Party party controlling such defense (the "CONTROLLING PARTY") shall keep the Non-controlling Party advised of the status of such Third Party Action Claim and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party ActionClaim. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Controlling Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action Claim without the prior written consent of the Indemnifying Indemnified Party, which shall not be unreasonably withheld, conditioned withheld or delayed; provided, however, that the Indemnified Party may reject any such settlement where the relief sought is other than money Damages.

Indemnification Claims. (a) An Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given within 20 days after receipt by the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with its own counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of any Third Party Action (x) involving action by the Internal Revenue Service or any other taxing authority, but only if the Indemnified Party can reasonably demonstrate that the action involves a likelihood of loss to it that is equal to or greater than the indemnifiable claim, (y) involving criminal liability or (z) if the Indemnifying Party is in which equitable relief is sought against the Indemnified Partybankruptcy. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish , provided, however, that if the Controlling Party with such information as it may have with respect to such Third is not the Indemnifying Party Action (including copies in the case of an action by the Internal Revenue Service or any summonsother taxing authority, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed.shall:

Indemnification Claims. (a) An Indemnified Party seeking to assert rights to indemnification under this Article VI shall give written notification to the Indemnifying Party Jack Xxxxxx, Xxrvxx X. Xxxxxx xxx Arnoxx Xxxxxx (xxe "STOCKHOLDER REPRESENTATIVES") of the commencement of any Third Party Actionaction, suit or proceeding relating to a third party claim for which indemnification pursuant to this Article VI may be sought. Such notification shall be given within 20 business days after receipt by the Indemnified Party of notice of such Third Party Actionaction, suit or proceeding, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action action, suit or proceeding and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party Stockholder Representatives shall relieve the Indemnifying Party Parties of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party Stockholder Representatives may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action action, suit or proceeding with counsel reasonably satisfactory to the Indemnified Party; , provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges Stockholder Representatives acknowledge in writing to the Indemnified Party that any Damages damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action action, suit or proceeding constitute Damages for which the Indemnified Party shall shall, subject to the limitations set forth in Section 6.4, be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified PartyVI. If the Indemnifying Party does not, or is Stockholder Representatives do not permitted under the terms hereof to, so assume control of the defense of a Third Party Actionsuch defense, the Indemnified Party shall control such defense. The NonParty not controlling such defense (the "NON-controlling Party CONTROLLING PARTY") may participate in therein at their own expense; provided that if the Stockholder Representatives assume control of such defense at its own expenseand the Indemnified Party reasonably concludes that the Indemnifying Parties and the Indemnified Party have conflicting interests or different defenses available with respect to such action, suit or proceeding, the reasonable fees and expenses of one counsel to the Indemnified Party shall be considered "DAMAGES" for purposes of this Agreement. The Controlling Party controlling such defense (the "CONTROLLING PARTY") shall keep the Non-controlling Controlling Party reasonably advised of the status of such Third Party Action action, suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Controlling Party with respect thereto. The Non-controlling Controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action action, suit or proceeding (including copies of any summons, complaint or other pleading pleadings which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third action, suit or proceeding and provide the Controlling Party Action. Notwithstanding any other provision of this Agreement, and its counsel access to (and the reasonable fees and expenses of counsel right to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (imake copies of) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense Surviving Corporation's books and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect records pertaining to such Third Party Actionmatter. The Indemnifying Party Stockholder Representatives shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action such action, suit or proceeding without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action action, suit or proceeding without the prior written consent of the Indemnifying PartyStockholder Representatives, which shall not be unreasonably withheld, conditioned or delayed; provided that if the Stockholder Representatives do not assume the defense of such action, suit or proceeding pursuant to this Section 6.2(a), the Indemnified Party shall be entitled to agree to a settlement of, or the entry of any judgment arising from, such action, suit or proceeding, after giving notice of the same to the Stockholder Representatives, on such terms as the Indemnified Party in good faith may deem appropriate.

Indemnification Claims. (a) An Indemnified Party shall give written notification to the Indemnifying Party of either (i) the receipt of a written notice or a written demand that the Indemnified Party determines, in its reasonable discretion, is reasonably likely to result in a claim for which indemnification pursuant to this Article 7 may be brought or (ii) the commencement of any suit or proceeding relating to a third party claim for which indemnification pursuant to this Article 7 may be sought (each a “Third Party ActionClaim”). Such notification shall be given within 20 days promptly after receipt by the Indemnified Party of notice of such Third Party ActionClaim, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action Claim and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party Party, may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action Claim with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of any Legal Proceeding involving a Third Party Action involving Claim for criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Actionsuch defense, the Indemnified Party shall control such defense. The party not controlling such defense (the “Non-controlling Party Party”) may participate in such defense therein at its own expense; provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Claim, the reasonable fees and expenses of counsel incurred by the Indemnified Party as a result of protecting or preserving such conflicting interests or different defenses shall be considered Damages for purposes of this Agreement. The party controlling such defense (the “Controlling Party Party”) shall keep the Non-controlling Party advised of the status of such Third Party Action Claim and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party ActionClaim. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned withheld or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action Claim without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned withheld or delayed.

Indemnification Claims. After any portion of a claim for indemnification by Buyer (aon behalf of itself or any other Indemnitee) An Indemnified Party becomes an Established Claim and no later than three business days thereafter, Buyer, GGC and Sellers Sellers (acting through the Sellers’ Representative) shall give written notification jointly deliver a notice to the Indemnifying Party Escrow Agent (a “Joint Notice”) directing the Escrow Agent to make payment to the Buyer from the Indemnification Escrow Fund, and the Escrow Agent, upon receipt of the commencement of any Third Party Action. Such notification Joint Notice, shall be given within 20 days after receipt by the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (promptly deliver to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and Buyer the amount of the claimed damages; providedEstablished Claim (or, howeverif at such time there remains in the Indemnification Escrow Fund less than the full amount so payable, that no delay or failure on the part of full amount remaining in the Indemnified Party Indemnification Escrow Fund). As used in so notifying the Indemnifying Party shall relieve the Indemnifying Party this Escrow Agreement, “Established Claim” means any portion of any liability claim for indemnification by the Buyer (on behalf of itself or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided other Indemnitee) that is (i) not disputed through a Claim Dispute Notice, (ii) resolved by mutual resolution of the Indemnifying Party may only assume control Parties, or (iii) has been sustained by a final determination (after exhaustion of such defense if (Aany appeals) it acknowledges in writing of a court of competent jurisdiction. Notwithstanding anything herein to the Indemnified Party that contrary, each claim for indemnification by Buyer (on behalf of itself or any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party other Indemnitee) shall be indemnified pursuant subject to this Article VII the limitations, procedures and obligations set forth in the Purchase Agreement. In the event (Ba) a final determination (after exhaustion of any appeals) by a court of competent jurisdiction provides that no portion of a claim for indemnification by Buyer (on behalf of itself or any other Indemnitee) requires payment to the Buyer or, (b) if after a payment to Buyer of an Established Claim, there remains in escrow any portion of the Indemnification Escrow Fund, Buyer, GGC and Sellers (acting through the Sellers’ Representative) shall, within three business days thereof, provide Escrow Agent with Release Instructions as to any amounts remaining in the Indemnification Escrow Fund (less the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party payment in the defense case of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which b)),that would have been concluded or settled shall be limited the subject of prior release instructions pursuant to the amount for which such matters could have been concluded or settled Section 3 hereof, but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent delivery of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayedOfficer’s Claim Certificate .

Indemnification Claims. (a) An Indemnified Each indemnified Party shall agrees to give the indemnifying Party prompt written notification to the Indemnifying Party of the commencement notice of any Third matter upon which such indemnified Party Action. Such notification shall be given within 20 days after receipt by the Indemnified Party of notice of such Third Party Actionintends to base a claim for indemnification (an “Indemnity Claim”) under this Section 10, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no any delay in providing or failure on the part of the Indemnified Party in so notifying the Indemnifying Party to provide such notice shall not relieve the Indemnifying indemnifying Party of any liability or obligation of its obligations hereunder except to the extent of any damage or liability caused that the indemnifying Party is materially prejudiced by or arising out of such failure. Within 20 days after delivery The indemnifying Party shall have the right to participate jointly with the indemnified Party in the indemnified Party’s defense, settlement or other disposition of any Indemnity Claim. With respect to any Indemnity Claim relating solely to the payment of money damages which could not result in the indemnified Party’s becoming subject to injunctive or other equitable relief or otherwise adversely affect the business of the indemnified Party in any manner, and as to which the indemnifying Party shall have acknowledged in writing the obligation to indemnify the indemnified Party hereunder, the indemnifying Party shall have the sole right to defend, settle or otherwise dispose of such notificationIndemnity Claim, on such terms as the Indemnifying Party may, upon written notice thereof to the Indemnified indemnifying Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Partyin its sole discretion, shall deem appropriate; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified indemnifying Party shall be indemnified pursuant provide reasonable evidence of its ability to this Article VII and (B) the amount of pay any damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to any such Third settlement shall have obtained the written release of the indemnified Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting from the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party ActionIndemnity Claim. The Indemnifying indemnifying Party shall not agree to any settlement of, or obtain the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified indemnified Party, which shall not be unreasonably withheld, conditioned prior to ceasing to defend, settling or delayed. If otherwise disposing of any Indemnity Claim if as a result thereof the Indemnified indemnified Party withholds its consent would become subject to any such settlement injunctive or entry of judgment which settlement other equitable relief or entry of judgment relates to cash Damages only, then the liability business of the Indemnifying indemnified Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to adversely affected in any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayedmanner.

Indemnification Claims. (a) An Indemnified Party In the event the Parent or the Partnerships are entitled, or seek to assert rights, to indemnification under this Article VI, the Parent or the Partnerships (as the case may be) shall give written notification to the Indemnifying Party Partnerships or the Parent (as the case may be) of the commencement of any Third Party ActionProceeding relating to a third party claim for which indemnification pursuant to this Article VI may be sought. Such notification shall be given within 20 business days after receipt by the Indemnified Party party seeking indemnification of notice of such Third Party ActionProceeding, and shall describe in reasonable detail (to the extent known by the Indemnified Partyparty seeking indemnification) the facts constituting the basis for such Third Party Action Proceeding and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party party seeking indemnification in so notifying the Indemnifying Party indemnifying party shall relieve the Indemnifying Party indemnifying party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party indemnifying party may, upon written notice thereof to the Indemnified Partyparty seeking indemnification, assume control of the defense of such Third Party Action Proceeding with counsel reasonably satisfactory to the Indemnified Partyparty seeking indemnification; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party indemnifying party may not assume control of the defense of Third Party Action a Proceeding involving criminal liability or in which equitable relief is sought against the Indemnified Partyparty seeking indemnification. If the Indemnifying Party indemnifying party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Actionsuch defense, the Indemnified Party party seeking indemnification shall control such defense. The Non-party not controlling Party such defense (the “Non­Controlling Party”) may participate in such defense therein at its own expense; provided that if the indemnifying party assumes control of such defense and the party seeking indemnification reasonably concludes that the indemnifying party and the party seeking indemnification have conflicting interests or different defenses available with respect to such Proceeding, the reasonable fees and expenses of counsel to the party seeking indemnification shall be considered “Damages” for purposes of this Agreement. The party controlling such defense (the “Controlling Party Party”) shall keep the Non-controlling Controlling Party advised of the status of such Third Party Action Proceeding and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Controlling Party with respect thereto. The Non-controlling Controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action Proceeding (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party ActionProceeding. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party indemnifying party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action Proceeding without the prior written consent of the Indemnifying Partyparty seeking indemnification, which shall not be unreasonably withheldwithheld or delayed; provided that the consent of the party seeking indemnification shall not be required if the indemnifying party agrees in writing to pay any amounts payable pursuant to such settlement or judgment and such settlement or judgment includes a complete release of the party seeking indemnification from further liability and has no other materially adverse effect on the party seeking indemnification. The party seeking indemnification shall not agree to any settlement of, conditioned or the entry of any judgment arising from, any such Proceeding without the prior written consent of the indemnifying party, which shall not be unreasonably withheld or delayed.

Indemnification Claims. (a) An A party seeking indemnification under Section 12 (an “Indemnified Party Party”) shall give written notification to the party from whom indemnification is sought (the “Indemnifying Party Party”) of the commencement of any Third Party Action. Such notification shall be given within 20 days after receipt by the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damagesDamages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability Damages caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII Agreement and (B) the amount of damages claimed as Damages is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII Agreement and (ii) the Indemnifying Party may not assume control of the defense of a Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a13(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnification Claims. (a) An A party entitled, or seeking to assert rights, to indemnification under this Article VI (an "Indemnified Party Party") shall give written notification to the party from whom indemnification is sought (an "Indemnifying Party Party") of the commencement of any Third Party Actionsuit or proceeding relating to a third party claim for which indemnification pursuant to this Article VI may be sought. Such notification shall be given within 20 business days after receipt by the Indemnified Party of notice of such Third Party Actionsuit or proceeding, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action suit or proceeding and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action suit or proceeding with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action suit or proceeding constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII VI and (B) the amount of damages claimed ad damnum is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII VI and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action a suit or proceeding involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Actionsuch defense, the Indemnified Party shall control such defense. The party not controlling such defense (the "Non-controlling Party Party") may participate in such defense therein at its own expense; provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such suit or proceeding, the reasonable fees and expenses of counsel to the Indemnified Party shall be considered "Damages" for purposes of this Agreement. The party controlling such defense (the "Controlling Party Party") shall keep the Non-controlling Party advised of the status of such Third Party Action suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action suit or proceeding (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) suit or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Actionproceeding. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action such suit or proceeding without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned withheld or delayed. If ; provided that the consent of the Indemnified Party withholds its consent shall not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or entry of judgment which and such settlement or entry judgment includes a complete release of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact from further liability and has no other adverse effect on the Indemnified Party withheld its consentParty. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action suit or proceeding without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned withheld or delayed.

Indemnification Claims. A party (athe “Indemnified Party”) An entitled to indemnification from another party under the terms of this Agreement (the “Indemnifying Party”) shall provide the Indemnifying Party with prompt written notice (an “Indemnity Notice”) of any third party claim or other claim which the Indemnified Party believes gives rise to a claim for indemnity against the Indemnifying Party hereunder. Notwithstanding the foregoing, the failure of an Indemnified Party to promptly provide an Indemnity Notice shall give written notification not constitute a waiver by the Indemnified Party to any right to indemnification or otherwise relieve such Indemnifying Party from any liability hereunder unless and only to the extent that the Indemnifying Party is materially prejudiced as a result thereof, and in any event shall not relieve such Indemnifying Party from any liability which it may have otherwise than on account of this Article VII. With respect to third party claims, the Indemnifying Party shall be entitled, if it accepts financial responsibility for the third party claim, to control the defense of or to settle any such third party claim at its own expense and by its own counsel; provided that no settlement by the Indemnifying Party of the commencement of any Third Party Action. Such notification shall such a claim will be given within 20 days after receipt by binding on the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action indemnification provisions hereof without the prior written consent of the such Indemnified PartyParty to such settlement, which shall consent may not be unreasonably withheld, conditioned or delayed. If the The Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of shall provide the Indemnifying Party with such information as the Indemnifying Party shall reasonably request to defend any such third party claim and shall otherwise cooperate with the Indemnifying Party in the defense of any such third party claim. Except as set forth in this Section 7.3, no settlement or other compromise or consent to a judgment by the Indemnified Party with respect to a third party claim as to which the matter which would Indemnifying Party is asserted to have been concluded or settled shall an indemnity obligation hereunder will be limited to binding on the amount Indemnifying Party for which such matters could have been concluded or settled but for purposes of the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action indemnification provisions hereof without the prior written consent of the such Indemnifying PartyParty to such settlement, which shall consent may not be unreasonably withheld, conditioned or delayed, it being agreed however that it shall be reasonable for the Indemnifying Party to withhold or delay its consent if the Indemnifying Party reasonably asserts that the claim is not fully covered by the indemnity provided hereunder, and the entering into of 63 any settlement or compromise or the consent to any judgment in violation of the foregoing shall constitute a waiver by the Indemnified Party of its right to indemnity hereunder to the extent the Indemnifying Party was prejudiced thereby. Any Indemnifying Party shall be subrogated to the rights of the Indemnified Party to the extent that the Indemnifying Party pays for any loss, damage or expense suffered by the Indemnified Party hereunder. If the Indemnifying Party does not accept financial responsibility for the third party claim or fails to defend against the third party claim that is the subject of an Indemnity Notice within thirty (30) days of receiving such notice (or sooner if the nature of the third party claim so requires), or otherwise contests its obligation to indemnify the Indemnified Party in connection therewith, the Indemnified Party may, upon providing written notice to the Indemnifying Party, pay, compromise or defend such third party claim without the prior consent of the (otherwise) Indemnifying Party. In the latter event, the Indemnified Party, by proceeding to defend itself or settle the matter, does not waive any of its rights hereunder to later seek reimbursement from the Indemnifying Party. With respect to all other claims, the Indemnifying Party shall promptly make payment of such claim upon receipt of reasonably sufficient evidence supporting such claim; provided, that if the Indemnifying Party in good faith disputes all or part of its obligation to indemnify the Indemnified Party hereunder or the amount involved, the senior management of each party shall meet to discuss and attempt to resolve such dispute between the parties and, if such dispute is not resolved within forty-five (45) days of such claim being made, then the parties may pursue other remedies.

Indemnification Claims. A party (athe “Indemnified Party”) An Indemnified Party entitled to indemnification from another party under the terms of this Agreement (the “Indemnifying Party”) shall give written notification to provide the Indemnifying Party of the commencement with prompt written notice (an “Indemnity Notice”) of any Third third party claim which the Indemnified Party Actionbelieves gives rise to a claim for indemnity against the Indemnifying Party hereunder. Such notification Notwithstanding the foregoing, [***]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED] the failure of an Indemnified Party to promptly provide an Indemnity Notice shall be given within 20 days after receipt not constitute a waiver by the Indemnified Party of notice of to any right to indemnification or otherwise relieve such Third Indemnifying Party Action, from any liability hereunder unless and shall describe in reasonable detail (only to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of prejudiced as a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Actionresult thereof. The Indemnifying Party shall not agree be entitled, if it accepts financial responsibility for the third party claim, to control the defense of or to settle any such third party claim at its own expense and by its own counsel; provided that unless a settlement of, or includes an unconditional release of an Indemnified Party no settlement by the entry Indemnifying Party of any judgment arising from, any Third such a claim will be binding on such Indemnified Party Action for purposes of the indemnification provisions hereof without the prior written consent of the such Indemnified PartyParty to such settlement, which shall consent may not be unreasonably withheld, conditioned or delayed. If the The Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of shall provide the Indemnifying Party with such information as the Indemnifying Party shall reasonably request to defend any such third party claim and shall otherwise cooperate with the Indemnifying Party in the defense of any such third party claim. Except as set forth in this Section 7.03, no settlement or other compromise or consent to a judgment by the Indemnified Party with respect to a third party claim as to which the matter which would Indemnifying Party is asserted to have been concluded or settled shall an indemnity obligation hereunder will be limited to binding on the amount Indemnifying Party for which such matters could have been concluded or settled but for purposes of the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action indemnification provisions hereof without the prior written consent of such Indemnifying Party to such settlement. Any Indemnifying Party shall be subrogated to the rights of the Indemnified Party to the extent that the Indemnifying Party pays for any loss, damage or expense suffered by the Indemnified Party hereunder. If the Indemnifying Party fails to defend against the third party claim that is the subject of an Indemnity Notice within 30 days of receiving such notice (or sooner if the nature of the third party claim so requires), or otherwise contests its obligation to indemnify the Indemnified Party in connection therewith, the Indemnified Party may, upon providing written notice to the Indemnifying Party, which shall pay, compromise or defend such third party claim without the prior consent of the (otherwise) Indemnifying Party. In the latter event, the Indemnified Party, by proceeding to defend itself or settle the matter, does not be unreasonably withheld, conditioned or delayedwaive any of its rights hereunder to later seek reimbursement from the Indemnifying Party.

Indemnification Claims. (a) An Indemnified Party A party entitled, or seeking to assert rights, to indemnification under the Merger Agreement (an "INDEMNIFIED PARTY") shall give written notification to the Indemnifying Party party from whom indemnification is sought (an "INDEMNIFYING PARTY") of the commencement of any Third Party Actionsuit or proceeding relating to a third party claim for which indemnification may be sought. Such notification shall be given within 20 business days after receipt by the Indemnified Party of notice of such Third Party Actionsuit or proceeding, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action suit or proceeding and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action suit or proceeding with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action suit or proceeding constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII the Merger Agreement, and (B) the amount of damages claimed ad damnum is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII the Merger Agreement and the indemnification provisions contained herein, and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action a suit or proceeding involving criminal liability or in 84 which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Actionsuch defense, the Indemnified Party shall control such defense. The Nonparty not controlling such defense (the "NON-controlling Party CONTROLLING PARTY") may participate in such defense therein at its own expense; provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such suit or proceeding, the reasonable fees and expenses of counsel to the Indemnified Party shall be considered "Damages" for purposes of this Agreement. The Controlling Party party controlling such defense (the "CONTROLLING PARTY") shall keep the Non-controlling Party advised of the status of such Third Party Action suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action suit or proceeding (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) suit or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Actionproceeding. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action such suit or proceeding without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned withheld or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action suit or proceeding without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned withheld or delayed.

Indemnification Claims. (a) An Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given within 20 days promptly after receipt by the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (to the extent then known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no . No delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any material prejudice, damage or liability caused by or arising out of such delay or failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII VI, and (B) the amount ad damnum in such Third Party Action, taken together with the estimated costs of damages claimed defense thereof and the Claimed Amount with respect to any unresolved claims for indemnification then pending, is less than or equal to the amount then current balance of Damages for which the Indemnifying Party is liable under this Article VII Escrow Fund and (ii) the Indemnifying Party may not assume control of the defense of a Third Party Action involving Taxes or criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have possesses with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (iI) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a6.3(a) or (iiII) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If ; provided that the consent of the Indemnified Party withholds its consent shall not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or entry of judgment which and such settlement or entry judgment includes a complete release of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact from further liability and has no other adverse effect on the Indemnified Party withheld its consentParty. The Except as provided in Section 6.3(f) below, the Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnification Claims. (a) An Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given within 20 twenty (20) days after receipt by the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 twenty (20) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a6.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If ; provided that the consent of the Indemnified Party withholds its consent shall not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or entry of judgment which and such settlement or entry judgment includes a complete release of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact from further liability and has no other materially adverse effect on the Indemnified Party withheld its consentParty. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnification Claims. (a) An A party entitled, or seeking to assert rights, to indemnification under this Article VI (an "Indemnified Party Party") shall give written notification (a "Notification of Suit") to the party from whom indemnification is sought (an "Indemnifying Party Party") of the commencement of any Third Party Actionsuit or proceeding relating to a third party claim for which indemnification pursuant to this Article VI may be sought. Such notification Notification of Suit shall be given within 20 30 business days after receipt by the Indemnified Party of notice of such Third Party Actionsuit or proceeding, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action suit or proceeding and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 30 days after delivery of such notificationNotification of Suit, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory suit or proceeding if, but only if, the Indemnifying Parties acknowledge in writing their obligation to indemnify the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that Parties hereunder against any Damages that may be assessed against the such Indemnified Party Parties incur or have incurred in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) third party claim; provided that the Indemnifying Party may not assume control of the defense of Third Party Action a suit or proceeding involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Actionsuch defense, the Indemnified Party shall control such defense. The party not controlling such defense (the "Non-controlling Party Party") may participate in such defense therein at its own expense. The party controlling such defense (the "Controlling Party Party") shall keep the Non-controlling Party advised of the status of such Third Party Action suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action suit or proceeding (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) suit or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Actionproceeding. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action such suit or proceeding without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned withheld or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action suit or proceeding without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned withheld or delayed.

Indemnification Claims. A party entitled to indemnification (athe “Indemnified Party”) An from another party under the terms of this Agreement (the “ Indemnifying Party”) shall provide the Indemnifying Party with prompt written notice (an “ Indemnity Notice”) of any third party claim which the Indemnified Party believes gives rise to a claim for indemnity against the Indemnifying Party hereunder. The Indemnifying Party shall be entitled, if it accepts financial responsibility for the third party claim, to control the defense of or to settle any such third party claim at its own expense and by its own counsel; provided that the Indemnified Party's prior written consent (which may not be unreasonably withheld or delayed) must be obtained prior to settling any such third party claim. The Indemnified Party shall give written notification to provide the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given within 20 days after receipt by the Indemnified Party of notice of with such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying information as the Indemnifying Party shall relieve reasonably request to defend any such third party claim and shall otherwise cooperate with the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of in the defense of any such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges third party claim. Except as set forth in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party ActionSection 7.03, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of not enter into any summons, complaint settlement or other pleading which may have been served on such party and any written claim, demand, invoice, billing compromise or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel consent to the Indemnified Party a judgment with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant third party claim as to the terms of this Section 7.3(a) or (ii) which the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action has an indemnity obligation hereunder without the prior written consent of the Indemnifying Party, Party (which shall may not be unreasonably withheld, conditioned withheld or delayed), and the entering into of any settlement or compromise or the consent to any judgment in violation of the foregoing shall constitute a waiver by the Indemnified Party of its right to indemnity hereunder to the extent the Indemnifying Party was prejudiced thereby. Any Indemnifying Party shall be subrogated to the rights of the Indemnified Party to the extent that the Indemnifying Party pays for any loss, damage or expense suffered by the Indemnified Party hereunder. If the Indemnifying Party does not accept financial responsibility for the third party claim or fails to defend against the third party claim that is the subject of an Indemnity Notice within 30 days of receiving such notice (or sooner if the nature of the third party claim so requires), or otherwise contests its obligation to indemnify the Indemnified Party in connection therewith, the Indemnified Party may, upon providing written notice to the Indemnifying Party, pay, compromise or defend such third party claim without the prior consent of the (otherwise) Indemnifying Party. In the latter event, the Indemnified Party, by proceeding to defend itself or settle the matter, does not waive any of its rights hereunder to later seek reimbursement from the Indemnifying Party.

Indemnification Claims. (a) An Indemnified Party shall will give written notification to the Indemnifying Party of the commencement of any Third Party Action. Such notification shall will be given within 20 days after receipt by the Indemnified Party of notice of such Third Party Action, and shall will describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no . No delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall will relieve the Indemnifying Party of any liability or obligation hereunder under this Agreement except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall will be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof of this Agreement to, so assume control of the defense of a Third Party Action, the Indemnified Party shall will control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall will keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall will consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall will furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall will otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall will be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall will not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall will not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall will not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall will not be unreasonably withheld, conditioned or delayed.

Indemnification Claims. (a) An Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given within 20 days after receipt by the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the “extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII VI and (B) the amount of damages claimed ad damnum is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII VI and (ii) the Indemnifying Party may not assume control of the defense of any Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnification Claims. (a) An Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given within 20 days after receipt by the Indemnified Party of the notice of such Third Party Action, and shall describe in reasonable detail (to the extent then known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no . No delay or failure on the part of the an Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage damage, prejudice or liability caused by or arising out of such delay or failure. Within 20 30 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and VIII, (B) in the amount case where the Indemnified Party is the Buyer, the ad damnum in such Third Party Action, taken together with the estimated costs of damages claimed defense thereof and the Claimed Amount with respect to any unresolved claims for indemnification then pending, is less than or equal to the amount current balance, without duplication, of Damages for which the Indemnifying Escrow Fund, the Holdback Funds (if any) and the Adjusted Guaranteed Amount, taken together, and (C) in the case where the Indemnified Party is liable under this Article VII the Buyer, an adverse resolution of the Third Party Action would not have a material adverse effect on the goodwill or reputation of the Buyer and its Subsidiaries, taken as a whole, or the business, operations or future conduct of the Buyer and its Subsidiaries, taken as a whole, and (ii) the Indemnifying Party may not assume control of the defense of any Third Party Action involving any Governmental Entity (other than any such Third Party Action involving Taxes) or criminal liability or in which equitable relief is sought against the Indemnified Partysought. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action that is ultimately determined to be indemnifiable pursuant to this Article VIII shall be considered Damages for purposes of this Agreement if (ix) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a8.3(a) or (iiy) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If ; provided that the consent of the Indemnified Party withholds its consent shall not be required if the Indemnifying Party agrees in writing to pay, and does in fact pay (or, if applicable, permit the Buyer to offset from any amounts then due and payable under this Agreement) any amounts payable pursuant to such settlement or entry of judgment which and such settlement or entry judgment includes a complete release of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which from further liability and would not have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact any other adverse effect on the Indemnified Party withheld its consentand/or result in any injunctive relief against the Indemnified Party. The Except as provided in Section 8.3(e), the Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything else herein to the contrary, to the extent there is any conflict between the provisions of this Section 8.3(a) and Section 9.3(c) with regard to any Third Party Action involving Taxes, Section 9.3(c) shall govern.

Indemnification Claims. (a) An Indemnified Party shall give written notification to In the Indemnifying Party event of the commencement of any a Third Party Action, a Warrantor or any of its Affiliates (an “Indemnified Party”) shall give prompt written notification to CTCM. Such notification shall be given within 20 15 days after receipt by the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damagesDamages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party CTCM shall relieve the Indemnifying Party CTCM of any liability or obligation hereunder except to the extent of any prejudice, damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party CTCM may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party CTCM may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to and subject to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII IV and (ii) the Indemnifying Party CTCM may not assume control of the defense of a Third Party Action involving criminal liability or in which solely equitable relief is sought against the Indemnified Party. If the Indemnifying Party CTCM does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a4.3(a) or (ii) the Indemnifying Party CTCM assumes control of such defense and CTCM and the Indemnified Party are both party to such Third Party Action and the Indemnified Party reasonably concludes that a conflict of interest exists that makes it inappropriate for the Indemnifying Party same counsel to represent CTCM and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party CTCM shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If ; provided that the consent of the Indemnified Party withholds its consent shall not be required if CTCM agrees in writing to pay any amounts payable pursuant to such settlement or entry of judgment which and such settlement or entry judgment includes a complete release of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact from further liability and has no other adverse effect on the Indemnified Party withheld its consentParty. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying PartyCTCM, which shall not be unreasonably withheld, conditioned or delayed.

Indemnification Claims. (a) An Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given within 20 days after receipt by the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII 7 and (B) the amount of damages claimed ad damnum is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII 7 and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If ; provided that the consent of the Indemnified Party withholds its consent shall not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or entry of judgment which and such settlement or entry judgment includes a complete release of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact from further liability and has no other adverse effect on the Indemnified Party withheld its consentParty. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnification Claims. (a) An Indemnified Party In the event the Parent or the Partnerships are entitled, or seek to assert rights, to indemnification under this Article VI, the Parent or the Partnerships (as the case may be) shall give written notification to the Indemnifying Party Partnerships or the Parent (as the case may be) of the commencement of any Third Party ActionProceeding relating to a third party claim for which indemnification pursuant to this Article VI may be sought. Such notification shall be given within 20 business days after receipt by the Indemnified Party party seeking indemnification of notice of such Third Party ActionProceeding, and shall describe in reasonable detail (to the extent known by the Indemnified Partyparty seeking indemnification) the facts constituting the basis for such Third Party Action Proceeding and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party party seeking indemnification in so notifying the Indemnifying Party indemnifying party shall relieve the Indemnifying Party indemnifying party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party indemnifying party may, upon written notice thereof to the Indemnified Partyparty seeking indemnification, assume control of the defense of such Third Party Action Proceeding with counsel reasonably satisfactory to the Indemnified Partyparty seeking indemnification; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party indemnifying party may not assume control of the defense of Third Party Action a Proceeding involving criminal liability or in which equitable relief is sought against the Indemnified Partyparty seeking indemnification. If the Indemnifying Party indemnifying party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Actionsuch defense, the Indemnified Party party seeking indemnification shall control such defense. The Non-party not controlling Party such defense (the “Non­Controlling Party”) may participate in such defense therein at its own expense; provided that if the indemnifying party assumes control of such defense and the party seeking indemnification reasonably concludes that the indemnifying party and the party seeking indemnification have conflicting interests or different defenses available with respect to such Proceeding, the reasonable fees and expenses of counsel to the party seeking indemnification shall be considered “Damages” for purposes of this Agreement. The party controlling such defense (the “Controlling Party Party”) shall keep the Non-controlling Controlling Party advised of the status of such Third Party Action Proceeding and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Controlling Party with respect thereto. The Non-controlling Controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action Proceeding (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party ActionProceeding. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party indemnifying party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action Proceeding without the prior written consent of the Indemnifying Partyparty seeking indemnification, which shall not be unreasonably withheldwithheld or delayed; provided that the consent of the party seeking indemnification shall not be required if the indemnifying party agrees in writing to pay any amounts payable pursuant to such settlement or judgment and such - 30 - settlement or judgment includes a complete release of the party seeking indemnification from further liability and has no other materially adverse effect on the party seeking indemnification. The party seeking indemnification shall not agree to any settlement of, conditioned or the entry of any judgment arising from, any such Proceeding without the prior written consent of the indemnifying party, which shall not be unreasonably withheld or delayed.

Indemnification Claims. A party (athe “Indemnified Party”) An Indemnified Party entitled to indemnification from the other party under the terms of this Agreement (the “Indemnifying * Confidential Treatment Requested Party”) shall give written notification to provide the Indemnifying Party of the commencement with prompt written notice (an “Indemnity Notice”) of any Third Party Action. Such notification shall be given within 20 days after receipt by third party claim which the Indemnified Party of notice of such Third believes gives rise to a claim for indemnity against the Indemnifying Party Actionhereunder, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve be entitled, if it accepts financial responsibility for the Indemnifying Party third party claim, to control the defense of or to settle any liability or obligation hereunder except to the extent of any damage or liability caused such third party claim at its own expense and by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to its own counsel; provided that the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that ’s prior written consent (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability be unreasonably withheld or in which equitable relief is sought against the Indemnified Partydelayed) must be obtained prior to settling any such third party claim. If the Indemnifying Party does notnot accept financial responsibility for the third party claim or fails to defend against the third party claim that is the subject of an Indemnity Notice within thirty (30) days of receiving such notice (or sooner if the nature of the third party claim so requires), or is not permitted under otherwise contests its obligation to indemnify the terms hereof toIndemnified Party in connection therewith, so assume control of the Indemnified Party may, upon providing written notice to the Indemnifying Party, pay, compromise or defend such third party claim. The Indemnified Party shall provide the Indemnifying Party with such information as the Indemnifying Party shall reasonably request to defend any such third party claim and shall otherwise cooperate with the Indemnifying Party in the defense of a Third Party Actionany such third party claim. Except as set forth above in this Section 12(G), the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of not enter into any summons, complaint settlement or other pleading which may have been served on such party and any written claim, demand, invoice, billing compromise or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel consent to the Indemnified Party a judgment with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant third party claim as to the terms of this Section 7.3(a) or (ii) which the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action has an indemnity obligation hereunder without the prior written consent of the Indemnifying Party, Party (which shall may not be unreasonably withheld, conditioned withheld or delayed), and the entering into any settlement or compromise or the consent to any judgment in violation of the foregoing shall constitute a waiver by the Indemnified Party of its right to indemnity hereunder to the extent the Indemnifying Party was prejudiced thereby. Any Indemnifying Party shall be subrogated to the rights of the Indemnified Party to the extent that the Indemnifying Party pays for any Loss suffered by the Indemnified Party hereunder. Notwithstanding anything contained in this Section 12(G) to the contrary, Operator, Parent and Delta will cooperate in the defense of any claim imposed jointly against them or as the result of the conduct of the other.

Indemnification Claims. A. A party entitled, or seeking to assert rights, to indemnification under this Section 8 (aan "Indemnified Party") An Indemnified Party shall give written notification to the party from whom indemnification is sought (an "Indemnifying Party Party") of the commencement of any Third Party Actionsuit or proceeding relating to a third party claim for which indemnification pursuant to this Section 8 may be sought. Such notification shall be given within 20 business days after receipt by the Indemnified Party of notice of such Third Party Actionsuit or proceeding, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action suit or proceeding and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action suit or proceeding with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it the Indemnifying Party acknowledges in writing to the Indemnified Party that any Damages damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action suit or proceeding constitute Damages Losses for which the Indemnified Party shall be indemnified pursuant to this Article VII Section 8 and (B) the amount of damages Losses claimed is due are less than or equal to the amount of Damages Losses for which the Indemnifying Party is liable under this Article VII Section 8 and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action a suit or proceeding involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Actionsuch defense, the Indemnified Party shall control such defense. The party not controlling such defense (the "Non-controlling Party Party") may participate in therein at such party's own expense; provided that if the Indemnifying Party assumes control of such defense at its own expenseand the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such suit or proceeding, the reasonable fees and expenses of counsel to the Indemnified Party shall be considered "Losses" for purposes of this Agreement. The party controlling such defense (the "Controlling Party Party") shall keep the Non-controlling Party advised of the status of such Third Party Action suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action suit or proceeding (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) suit or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Actionproceeding. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action such suit or proceeding without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned withheld or delayed. If ; provided that the consent of the Indemnified Party withholds its consent shall not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or entry of judgment which and such settlement or entry judgment includes a complete release of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact from further liability and has no other adverse effect on the Indemnified Party withheld its consentParty. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action suit or proceeding without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned withheld or delayed.

Indemnification Claims. (a) All claims for indemnification made under this Agreement resulting from, related to or arising out of a third-party claim against an Indemnified Party shall be made in accordance with the following procedures. An Indemnified Party shall give prompt written notification to the Indemnifying Party of the commencement of any Third Party Actionaction, suit or proceeding, including any government inquiry, relating to a third-party claim for which indemnification may be sought or, if earlier, upon the assertion of any such claim by a third party. Such notification shall be given within 20 days after receipt by the Indemnified Party of notice of such Third Party Action, and shall describe include a description in reasonable detail (to the extent known by the Indemnified Party) of the facts constituting the basis for such Third Party Action third-party claim and the amount of the claimed damages; provided, however, that no Damages claimed. No delay or failure on the part of the Indemnified Party in so notifying the any Indemnifying Party shall relieve the Indemnifying Party of from any liability or obligation hereunder except unless (and then solely to the extent of any damage or liability caused by or arising out of such failureextent) the Indemnifying Party is thereby prejudiced. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action action, suit, proceeding or claim with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Actionsuch defense, the Indemnified Party shall control such defense. The Non-Party not controlling Party such defense may participate in such defense therein at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement ; provided that if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third action, suit, proceeding or claim, the reasonable fees and expenses of counsel to the Indemnified Party Actionsolely in connection therewith shall be considered “Damages” for purposes of this Agreement; provided, however, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel for all Indemnified Parties. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall not agree to any settlement ofof such action, suit, proceeding or claim that does not include a complete release of the entry of Indemnified Party from all liability with respect thereto or that imposes any judgment arising from, any Third liability or obligation or potential liability or obligation on the Indemnified Party Action without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnification Claims. (a) An In the event of the commencement of a Third Party Action, an Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Third Party ActionParty. Such notification shall be given within 20 thirty (30) days after receipt by the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 twenty (20) calendar days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII VI and (B) the amount of damages claimed ad damnum is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII VI and (ii) the Indemnifying Party may not assume control of the defense of a Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a6.4(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If ; provided that the consent of the Indemnified Party withholds its consent shall not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or entry of judgment which and such settlement or entry judgment includes a complete release of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact from further liability and has no other adverse effect on the Indemnified Party withheld its consentParty. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnification Claims. (a) An A party entitled, or seeking to assert rights, to indemnification under this Article IX (an "Indemnified Party Party") shall give written notification to the party from whom indemnification is sought (an "Indemnifying Party Party") of the commencement of any Third Party Actionsuit or proceeding relating to a third party claim for which indemnification pursuant to this Article IX may be sought. Such notification shall be given within 20 business days after receipt by the Indemnified Party of notice of such Third Party Actionsuit or proceeding, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action suit or proceeding and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action suit or proceeding with counsel reasonably satisfactory to the Indemnified Party; Party provided that (i) the Indemnifying Party may only assume control of in such defense if (A) it notice acknowledges in writing that any Damage resulting therefrom is subject to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to provisions of this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified PartyIX. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Actionsuch defense, the Indemnified Party shall control such defense. The party not controlling such defense (the "Non-controlling Party Party") may participate in such defense therein at its own expense. The party controlling such defense (the "Controlling Party Party") shall keep the Non-controlling Party advised of the status of such Third Party Action suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action suit or proceeding (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) suit or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Actionproceeding. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action such suit or proceeding without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned withheld or delayed. If ; provided that the consent of the Indemnified Party withholds its consent shall not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or entry of judgment which and such settlement or entry judgment includes a complete release of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact from further liability and has no other adverse effect on the Indemnified Party withheld its consentParty. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action suit or proceeding without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned withheld or delayed.

Indemnification Claims. If an Indemnified Party wishes to assert an indemnification claim against a party responsible for indemnification under this Agreement (aan “Indemnifying Party”) An (which term shall be deemed to include all Indemnifying Parties if more than one), the Indemnified Party shall give deliver to the Indemnifying Party a written notification notice (a “Claim Notice”) prior to the earlier of the expiration of the time period set forth in Section 7.8(c) or the date on which the final Earnout Payment is made, containing (i) a statement that a specific representation, warranty, covenant or other indemnifiable matter has been breached by such other party (including an identification of such representation, warranty, covenant or other indemnifiable matter); (ii) a detailed description of the facts and circumstances, to the extent known, giving rise to the alleged breach of such representation, warranty, covenant or other indemnifiable matter; and (iii) an assertion that a claim for recovery under this Article 7 is due, including a reasonable estimate of the total amount of, the Indemnifiable Losses actually incurred or expected to be incurred by the Indemnified Party as a direct result of such alleged breach. If, within 45 calendar days after a Claim Notice is received by the Indemnifying Party, the Indemnifying Party does not contest such Claim Notice in writing to the Indemnified Party, the Indemnifying Party shall be conclusively deemed to have consented, to the recovery by the Indemnified Party of the full amount of Indemnifiable Losses specified in the Notice of Claim in accordance with this Article 7 (subject to the limitations contained in Sections 7.7 and 7.8 hereof), including, in the case of the Company Holders, the forfeiture of the Escrow Amount, the Maximum Earnout Amount, the Wound Closure Milestone Payment and the Orthopedic Milestone Payment equal to such Indemnifiable Losses and, without further notice, to have stipulated to the entry of a final judgment for damages against the Indemnifying Party for such amount in any court having jurisdiction over the matter where venue is proper. If the Indemnifying Party gives the Indemnified Party written notice contesting all or any portion of a Claim Notice (a “Contested Claim”) within 45 calendar days, then such Contested Claim shall be resolved by either (i) a written settlement agreement or memorandum executed by the Indemnified Party and the Indemnifying Party or (ii) in the absence of such a written settlement agreement within 45 calendar days following receipt by the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given within 20 days after receipt Claim Notice, by the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (appropriate remedies available to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable parties under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayedapplicable law.

Indemnification Claims. (a) An Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given within 20 15 days after receipt by the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damagesDamages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 30 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to in accordance with the terms, conditions and limitations set forth in this Article VII VIII and (B) the amount of damages claimed ad damnum is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII VIII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action which is requested by the Controlling Party (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a8.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes concludes, after consultation with legal counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of ; provided the Indemnifying Party shall not be required to obtain such consent if (I) there is no finding or admission of any violation of law or any violation of the Indemnified Party with respect to rights of any person or entity and (II) the matter which would have been concluded or settled shall be limited to sole relief provided is monetary damages that are paid in full by the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consentIndemnifying Person. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed, provided the Indemnified Party shall not be required to obtain such consent if (I) there is no finding or admission of any violation of law or any violation of the rights of any person or entity and (II) the sole relief provided is monetary damages that are paid in full by the Indemnified Person without any recourse against the Indemnifying Person.

Indemnification Claims. (a) An Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given within 20 15 days after receipt by the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed ad damnum is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the The reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnification Claims. In the event that any liability, claim (a) An Indemnified Party shall give written notification to the Indemnifying Party of the commencement of including any Third Party Action. Such notification Claim), demand or cause of action which is indemnified against by or under any term, provision, Section or paragraph of this Agreement (“Indemnitee’s Claim”) is made against or received by any indemnified party (hereinafter “Indemnitee”) hereunder, said Indemnitee shall be given notify the indemnifying party (hereinafter “Indemnitor”) in writing within 20 twenty one (21) calendar days after of Indemnitee’s receipt by the Indemnified Party of written notice of such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damagessaid Xxxxxxxxxx’s Claim; provided, however, that no Indemnitee’s failure to timely notify Indemnitor of Indemnitee’s receipt of an Indemnitee’s Claim shall not impair, void, vitiate or invalidate Indemnitor’s indemnity hereunder nor release Indemnitor from the same, which duty, obligation and indemnity shall remain valid, binding, enforceable and in full force and effect so long as Indemnitee’s delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party Indemnitor does not, solely by itself, directly and materially prejudice Indemnitor’s right or ability to defend the Indemnified Claim. Upon its receipt of any or all Indemnitee’s Claim(s), Indemnitor shall diligently and vigorously defend, compromise or settle said Xxxxxxxxxx’s Claim at Indemnitor’s sole and exclusive cost and expense and shall promptly provide Indemnitee evidence thereof within twenty one (21) calendar days of the final, unappealable resolution of said Indemnitee’s Claim, provided such claim is for litigation only. In the event of an Indemnitee’s Claim unrelated to litigation (e.g., Medicaid takeback), Indemnitor shall be responsible for any damages, costs or expenses to Indemnitee, including, but not permitted under the terms hereof limited to, so assume control attorneys’ fees incurred as a result of the defense indemnification event to be paid to Indemnitee within thirty (30) days of a Third Party Action, written demand for the Indemnified Party shall control such defensesame. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep Upon the Non-controlling Party advised receipt of the written request of Indemnitee, Indemnitor shall within fourteen (14) calendar days provide Indemnitee a true, correct, accurate and complete written status report regarding the then- current status of said Indemnitee’s Claim. Indemnitee may not settle or compromise an Indemnitee’s Claim without Indemnitor’s prior written consent. Failure to obtain such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action consent shall be considered Damages for purposes deemed forfeiture by Indemnitee of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayedindemnification rights hereunder.

Indemnification Claims. (a) An Indemnified Party The Buyer shall give written notification to the Indemnifying Party Equityholder Representative of the commencement of any Third Party Action (or any written notice received by the Buyer or any of its Subsidiaries threatening the commencement of any third Party Action). Such notification shall be given as promptly as is reasonably practicable, and in any event within 20 twenty (20) calendar days after receipt by the Indemnified Party Buyer of notice of such pending or threatened Third Party Action, and shall describe in reasonable detail (to the extent then known by the Indemnified PartyBuyer) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no Damages. No delay or failure on the part of the Indemnified Party Buyer in so notifying the Indemnifying Party Equityholder Representative shall relieve the Indemnifying Party any Seller of any liability or obligation hereunder except to the extent of any damage such Seller is actually prejudiced by such delay or liability caused by or arising out of such failure. Within 20 twenty (20) calendar days after delivery of such notification, the Indemnifying Party Equityholder Representative may, upon written notice thereof to the Indemnified PartyBuyer (and subject to the rights of the insurer under the R&W Policy to control the defense of Third Party Actions covered by such R&W Policy), assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified PartyBuyer; provided that (i) the Indemnifying Party Equityholder Representative may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party Buyer on behalf of all of the Participating Sellers that any Damages that may be assessed against the any Buyer Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party Buyer shall be indemnified pursuant to, and subject to the limitations set forth, this Article VII and VIII, (B) the amount ad damnum in such Third Party Action, taken together with the estimated costs of damages claimed defense thereof and the Claimed Amount with respect to any unresolved claims for indemnification then pending, is less than or equal to the amount current balance of Damages for which the Indemnifying Escrow Fund, and (C) an adverse resolution of the Third Party is liable under this Article VII Action would not reasonably be expected to have a material adverse effect on the goodwill or reputation of any Buyer Indemnified Party or the business, operations or future conduct of any Buyer Indemnified Party and (ii) the Indemnifying Party Equityholder Representative may not assume control of the defense of any Third Party Action involving Taxes, any Governmental Entity or criminal liability or in which to the extent equitable relief is sought (and cannot be separated from claims for monetary damages) against the Indemnified PartyBuyer or any of its subsidiaries. If the Indemnifying Party Equityholder Representative does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall Buyer shall, subject to the other provisions set forth herein, control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable The fees and expenses of counsel to the Buyer Indemnified Party Parties with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party Buyer controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a8.2(a) or (ii) the Indemnifying Party Equityholder Representative assumes control of such defense and the Indemnified Party Buyer reasonably concludes that a Seller, on the Indemnifying Party one hand, and the Indemnified Party Buyer, on the other hand, have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party Neither the Equityholder Representative nor any Seller shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified PartyBuyer, which shall not be unreasonably withheld, conditioned or delayed. If ; provided that the Indemnified Party withholds its consent of the Buyer shall not be required if the Equityholder Representative, on behalf of all of the Participating Sellers, agrees in writing to pay any amounts payable pursuant to such settlement or entry of judgment which and such settlement or entry of judgment relates to cash Damages only, then the liability includes a complete release of the Indemnifying Party to Buyer Indemnified Parties from further liability. Except as provided in Section 8.2(e), the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party Buyer shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying PartyEquityholder Representative, which shall not be unreasonably withheld, conditioned or delayed.

Indemnification Claims. (a) An Indemnified Party shall give written notification to the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given within 20 days after receipt by the Indemnified Party of notice of such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII VI and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Action, the Indemnified Party shall control such defense. The Non-controlling Party may participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable The fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a6.3(a) or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. If ; provided that the consent of the Indemnified Party withholds its consent shall not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or entry of judgment which and such settlement or entry judgment includes a complete release of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact from further liability and has no other adverse effect on the Indemnified Party withheld its consentParty. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnification Claims. (a) An A party entitled, or seeking to assert rights, to indemnification under this Article VI (an "Indemnified Party Party") shall give written notification to the party from whom indemnification is sought (an "Indemnifying Party Party") of the commencement of any Third Party Actionsuit or proceeding relating to a third party claim for which indemnification pursuant to this Article VI may be sought. Such notification shall be given within 20 business days after receipt by the Indemnified Party of notice of such Third Party Actionsuit or proceeding, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action suit or proceeding and the amount of the claimed damages; provided, however, that no delay or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage Damage or liability caused by or arising out of such failure. Within 20 business days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action suit or proceeding with counsel reasonably satisfactory to the Indemnified Party; provided that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action suit or proceeding constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII VI and (B) the amount of damages claimed ad damnum is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII VI and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action a suit or proceeding involving criminal liability or in which equitable relief is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Actionsuch defense, the Indemnified Party shall control such defense. The party not controlling such defense (the "Non-controlling Party Party") may participate in such defense therein at its own expense; provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such suit or proceeding, the reasonable fees and expenses of one counsel to the Indemnified Party with respect to such matters of conflict shall be considered "Damages" for purposes of this Agreement. The party controlling such defense (the "Controlling Party Party") shall keep the Non-controlling Party advised of the status of such Third Party Action suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action suit or proceeding (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) suit or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Actionproceeding. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action such suit or proceeding without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned withheld or delayed. If ; provided that the consent of the Indemnified Party withholds its consent shall not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or entry of judgment which and such settlement or entry judgment includes a complete release of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party from further liability with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact claim and has no other adverse effect on the Indemnified Party withheld its consentof a financial nature or with respect to Intellectual Property. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action suit or proceeding without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned withheld or delayed.

Indemnification Claims. (a) An A party entitled, or seeking to assert rights, to indemnification under this Article VI (an "Indemnified Party Party") shall give written notification to the party from whom indemnification is sought (an "Indemnifying Party Party") of the commencement of any Third Party Actionsuit or proceeding relating to a third party claim for which indemnification pursuant to this Article VI may be sought. Such notification shall be given within 20 business days after receipt by the Indemnified Party of notice of such Third Party Actionsuit or proceeding, shall be accompanied by reasonable supporting documentation submitted by such third party (to the extent then in the possession of the Indemnified Party) and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action suit or proceeding and the amount of the claimed damages; providedPROVIDED, howeverHOWEVER, that no delay or failure deficiency on the part of the -54- 60 Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder except to the extent of any damage or liability caused by or arising out of such failure. Within 20 days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Action suit or proceeding with counsel reasonably satisfactory to the Indemnified Party; provided PROVIDED, HOWEVER, that (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages damages, fines, costs or other liabilities that may be assessed against the Indemnified Party in connection with such Third Party Action suit or proceeding constitute Damages for which the Indemnified Party shall be indemnified pursuant to this Article VII and (B) the amount of damages claimed is less than or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII VI, and (ii) the Indemnifying Party may not assume control of the defense of Third Party Action a suit or proceeding involving criminal liability or in which equitable any relief other than monetary damages is sought against the Indemnified Party. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of the defense of a Third Party Actionsuch defense, the Indemnified Party shall control such defense. The party not controlling such defense (the "Non-controlling Party Party") may participate in such defense therein at its own expense; PROVIDED, HOWEVER, that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such suit or proceeding, the reasonable fees and expenses of counsel to the Indemnified Party shall be considered "Damages" for purposes of this Agreement. The party controlling such defense (the "Controlling Party Party") shall keep the Non-controlling Party advised of the status of such Third Party Action suit or proceeding and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action suit or proceeding (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third Party Action. Notwithstanding any other provision of this Agreement, the reasonable fees and expenses of counsel to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) suit or (ii) the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Actionproceeding. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action such suit or proceeding without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned withheld or delayed. If ; PROVIDED, HOWEVER, that the consent of the Indemnified Party withholds its consent shall not be required if the Indemnifying Party agrees in writing to pay any amounts payable pursuant to such settlement or entry of judgment which and such settlement or entry judgment includes a complete release of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact from further liability and has no other adverse effect on the Indemnified Party withheld its consentParty. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action suit or proceeding without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned withheld or delayed.

Indemnification Claims. (a) An In order for an Indemnified Party to be entitled to any indemnification provided for under Section 8.2 or 8.3 in respect of, arising out of or involving a Third Party Claim, such Indemnified Party shall give written notification to with reasonable promptness notify the Indemnifying Party of the commencement of any Third Party Action. Such notification shall be given within 20 days after receipt by the Indemnified Party of notice Person of such Third Party Action, and shall describe in reasonable detail (to the extent known by the Indemnified Party) the facts constituting the basis for such Third Party Action and the amount of the claimed damagesclaim or demand; provided, however, that no delay failure to give such prompt notification shall not affect the indemnification provided under Section 8.2 or failure on the part of the Indemnified Party in so notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder 8.3, except to the extent of any damage or liability caused by or arising out (and only to the extent) the Indemnifying Person has been actually prejudiced as a result of such failure. Within 20 days after delivery Thereafter, the Indemnified Party shall promptly deliver to the Indemnifying Person, copies of all written notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim; provided, however, that failure to promptly deliver such notices and documents shall not affect the indemnification provided under Section 8.2 or 8.3, except to the extent (and only to the extent) the Indemnifying Person has been actually prejudiced as a result of such notificationfailure. The Indemnifying Person shall be entitled to participate in the defense of such Third Party Claim at the Indemnifying Person’s expense, and at its option shall be entitled to assume the defense thereof by appointing counsel reasonably acceptable to the Indemnified Party to be the lead counsel in connection with such defense, provided, that the Indemnifying Party first enters into a written agreement satisfactory to the Indemnified Party pursuant to which the Indemnifying Party is unconditionally obligated to pay any Losses which may arise with respect to such Third Party Claim (subject to any applicable limitations herein). Notwithstanding the foregoing, the Indemnifying Person shall not be entitled to assume or control the defense of a Third Party may, upon written notice thereof to Claim (and the Indemnified Party, Party shall be entitled to maintain or assume control of the defense of such Third Party Action with counsel reasonably satisfactory to the Indemnified Party; provided that Claim) if (i) the Indemnifying Party may only assume control of such defense if (A) it acknowledges in writing to the Indemnified Party that any Damages that may be assessed against the Indemnified Party in connection with such Third Party Action constitute Damages for which the Indemnified Party shall be indemnified pursuant Claim relates to this Article VII and (B) the amount of damages claimed is less than criminal or equal to the amount of Damages for which the Indemnifying Party is liable under this Article VII and quasi-criminal allegations; (ii) the Indemnifying Third Party may Claim involves a customer, supplier or other material business relationship of an Indemnified Party; (iii) the Third Party Claim seeks non-monetary relief that is not assume control of merely incidental to the monetary relief that is sought; (iv) the Indemnified Party believes that the Losses relating to the claim could reasonably be expected to exceed the maximum amount that such Indemnified Party would then be entitled to recover under this Article VIII; (v) the Third Party Claim is a Tax Proceeding the defense of which cannot be conducted separately from the defense of any audit, claim or other proceeding involving Taxes that are not Seller Taxes or; (vi) the Third Party Action involving criminal liability Claim involves the Indemnifying Person or its Affiliates as a party if counsel to the Indemnifying Person or Indemnified Party determines in which equitable relief is sought against the Indemnified Partygood faith that joint representation would give rise to a conflict of interest. If the Indemnifying Party does not, or is not permitted under the terms hereof to, so assume control of Person has assumed the defense of a Third Party ActionClaim in accordance with the terms hereof, the Indemnified Party shall control such defense. The Non-controlling Party may be entitled to participate in such defense at its own expense. The Controlling Party shall keep the Non-controlling Party advised of the status of such Third Party Action and the defense thereof and shall consider in good faith recommendations made by the Non-controlling Party with respect thereto. The Non-controlling Party shall furnish the Controlling Party with such information as it may have with respect to such Third Party Action (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) and shall otherwise cooperate with and assist the Controlling Party in the defense of such Third claim at its own cost and expense and to employ counsel of its choice for such purpose, subject to the Indemnifying Person’s right to control the defense thereof (it being understood and agreed that, during the assumption of the defense by the Indemnifying Person and the non-existence of conditions (i)-(v) listed above, any counsel then, or continued to be, retained by the Indemnified Party Action. Notwithstanding shall be solely at the expense of the Indemnified Party, other than any other provision of this Agreement, the reasonable fees and expenses of such separate counsel that are incurred prior to the Indemnified Party with respect to a Third Party Action shall be considered Damages for purposes of this Agreement if (i) the Indemnified Party controls the defense of such Third Party Action pursuant to the terms of this Section 7.3(a) or (ii) date the Indemnifying Party Person assumes control of such defense and or after the Indemnified Party reasonably concludes date, if any, that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Action. The Indemnifying Party shall not agree to any settlement of, or the entry of any judgment arising from, any Third Party Action without the prior written consent of the Indemnified Party, which shall not above conditions (i)-(v) fails to be unreasonably withheld, conditioned or delayed. If the Indemnified Party withholds its consent to any such settlement or entry of judgment which settlement or entry of judgment relates to cash Damages only, then the liability of the Indemnifying Party to the Indemnified Party with respect to the matter which would have been concluded or settled shall be limited to the amount for which such matters could have been concluded or settled but for the fact the Indemnified Party withheld its consent. The Indemnified Party shall not agree to any settlement of, or the entry of any judgment arising from, any such Third Party Action without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayedfulfilled).