Common use of Indemnification Procedures for Third Party Claims Clause in Contracts

Indemnification Procedures for Third Party Claims. If a claim by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such Proceeding brought by a third party, and, after such assumption, the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above).

Indemnification Procedures for Third Party Claims. If a claim by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VIV, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such Proceeding brought by a third party, and, after such assumption, the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above).

Indemnification Procedures for Third Party Claims. If a (a) In the event that an Indemnitee receives notice of the assertion of any claim or the commencement of any Action by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account under the provisions of this Article VIX (“Third Party Claim”), so long as such failure the Indemnitee shall not have materially prejudiced promptly notify the position Indemnitor of such Indemnifying PartyThird Party Claim. Upon The Indemnitor shall be entitled to participate in such notificationThird Party Claim and shall have the right to defend, conduct and control the Indemnifying defense of the Third Party Claim (“Third Party Defense”) with counsel of its choice; provided, however, that the Indemnitee shall have the right, at the Indemnitee’s expense, to participate in (but not control) such Third Party Defense. After notice from the Indemnitor to the Indemnitee of its election to assume the defense of such Proceeding brought by a third party, and, after such assumptionThird Party Claim, the Indemnified Indemnitor will not, as long as it diligently conducts such defense, be liable to the Indemnitee under this Section 10.4 for any fees of other counsel subsequently incurred by the Indemnitee in connection with the defense of such Third Party Claim. If the Indemnitor does not assume the defense of such Third Party Claim, the Indemnitee shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceedingdefend, except as described below. In any such Proceeding, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees conduct and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in control the defense of a third-party claimsuch claim after giving notice to the Indemnitor, shall, except and the Indemnitor shall promptly and fully pay for all reasonable costs associated with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving such defense which are incurred by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected Indemnitee, including without its written consent (which shall not be unreasonably withheldlimitation, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)reasonable attorney’s fees.

Indemnification Procedures for Third Party Claims. If a claim by a third party (including claims for breaches of fiduciary duties) is made against a Person entitled to indemnification under this Article VIII (an "Indemnified Party Party") and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “any Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to each such Indemnifying Party of any Proceeding action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying an Indemnified Party shall not relieve such Indemnifying Party from any liability that it may have otherwise than on account of this Article VI, indemnity agreement so long as such failure shall not have materially prejudiced the position of such the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such Proceeding action brought by a third party, and, and after such assumption, the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, action except as described below. In any such Proceedingaction, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter vigorously conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, contrary or (iii) the named parties in the reasonable determination of counsel for the Indemnified Party, representation of any such Indemnified Party by counsel obtained by action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingthem. No Indemnifying Party, in the defense of a third-third party claim, claim shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding proceeding effected without its written consent (which shall not be unreasonably withheld, withheld or delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss loss, damage or liability by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above).

Indemnification Procedures for Third Party Claims. If In making a claim under this Section 6, the Indemnified Party and the Indemnifying Party shall: Upon obtaining knowledge of any claim by a third party (including claims that has given rise to, or is expected to give rise to, a claim for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from indemnification hereunder, the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give written notice (“Notice of Claim”) of such claim or demand to the Indemnifying Party, specifying in writing reasonable detail such information as promptly as reasonably practicable the Indemnified Party may have with respect to such indemnification claim (including copies of any summons, complaint or other pleading that may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). Subject to the limitations set forth in Section 6.3 hereof, no failure or delay by an Indemnified Party in the performance of the foregoing shall reduce or otherwise affect the obligation of the Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunderto indemnify and hold the r Indemnified Party harmless, but failure except to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability the extent that it may have on account of this Article VI, so long as such failure or delay shall not have materially prejudiced actually adversely affected the position of such Indemnifying Party’s ability to defend against, settle or satisfy any claims for which the Indemnified Party is entitled to indemnification hereunder. Upon such notificationIf the claim or demand set forth in the Notice of Claim given by a Indemnified Party pursuant to Section 6.2(a) hereof is a claim or demand asserted by a third party, the Indemnifying Party shall assume have fifteen (15) business days after the date on which the Notice of Claim is delivered to notify the Indemnified Party in writing of its election to defend such third party claim or demand on behalf of the Indemnified Party. If the Indemnifying Party elects to defend such third party claim or demand, the Indemnified Party shall make available to the Indemnifying Party and its agents and representatives all records and other materials that are reasonably required in the defense of such Proceeding brought by a third partyparty claim or demand and shall otherwise cooperate with, andand assist the Indemnifying Party in the defense of, after such assumptionthird party claim or demand, and so long as the Indemnifying Party is defending such third party claim in good faith, the Indemnified Party shall not be entitled pay, settle or compromise such third party claim or demand. If the Indemnifying Party elects to reimbursement of any expenses thereafter incurred by it in connection with defend such Proceeding, except as described below. In any such Proceeding, any third party claim or demand the Indemnified Party shall have the right to retain its own counsel (including local counsel), but participate in the fees and expenses defense of such counsel shall be third party claim or demand at the expense of Indemnified Party’s expense. In the event, however, that such Indemnified Party unless (i) reasonably determines that representation by counsel to the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) of both the Indemnifying Party and such Indemnified Party could reasonably be expected to present counsel with a conflict of interest, then the Indemnified Party may employ separate counsel to represent or defend it in any such action or proceeding at the Indemnifying Party’s own expense. If the Indemnifying Party does not elect to defend such third party claim or demand or does not defend such third party claim or demand in good faith, the Indemnified Party shall have mutually agreed the right, in addition to any other right or remedy it may have hereunder, at the contraryIndemnifying Party’s expense, to defend such third party claim or demand; provided, however, that: (iiii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due shall not have any obligation to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, participate in the defense of a third-or defend any such third party claim, shall, except with claim or demand; (ii) such Indemnified Party’s defense of or its participation in the defense of any such third party claim or demand shall not in any way diminish or lessen the obligations of the Indemnifying Party under the agreements of indemnification set forth in this Section 6; and (iii) such Indemnified Party may not settle any claim without the consent of the Indemnified Indemnifying Party, which consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed withheld or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment delayed. Except for the plaintiffthird party claims being defended in good faith, the Indemnifying Party shall indemnify satisfy its obligations under this Section 6 in respect of a valid claim for indemnification hereunder that is not contested by the Indemnified Party from and against any Loss in good faith by reason wire transfer of such settlement or judgment. The Indemnifying Party will advance expenses immediately available funds to an the Indemnified Party as reasonably incurred so long as such indemnified party shall have provided within thirty (30) days after the indemnifying party with a written undertaking date on which Notice of Claim is delivered to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)Indemnified Party.

Indemnification Procedures for Third Party Claims. If a 3.3.1 In the event that any claim or demand, or other circumstance or state of facts that could give rise to any claim or demand, for which an Indemnitor may be liable to an Indemnitee hereunder is asserted or sought to be collected, in each case, in writing, by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified each, a “Third Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying PartyClaim”), such Indemnified Party the Indemnitee shall give notice promptly notify the Indemnitor in writing as promptly as reasonably practicable of such Third Party Claim (each, a “Notice of Claim”); provided, however, that a failure by an Indemnitee to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party provide timely notice shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced affect the position rights or obligations of such Indemnifying Party. Upon such notification, Indemnitee other than if the Indemnifying Party Indemnitor shall assume the defense have been actually prejudiced as a result of such Proceeding brought by a third party, and, after such assumption, the Indemnified Party failure. The Notice of Claim shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) state that the Indemnifying Party shall have failed Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to promptly assume indemnification pursuant to this Agreement, and thereafter conduct such defense, (ii) specify in reasonable detail each individual item of Loss included in the Indemnifying Party amount so stated, the date such item was paid or properly accrued, the basis for any anticipated Loss and the Indemnified Party nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder provided, however, that a failure by an Indemnitee to include information that is incomplete or unknown shall not affect the rights of the Indemnitee or the obligations of the Indemnitor other than if the Indemnitor shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation been actually prejudiced as a result of such Indemnified failure. The Indemnitee shall enclose with the Notice of Claim copies of all papers served and received by it with respect to such Third Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party Claim, if any, and copies of any other party represented documents received by it that evidence such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Third Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)Claim.

Indemnification Procedures for Third Party Claims. If a (a) In the event that any claim or demand, or other circumstance or state of facts that could give rise to any claim or demand, for which an Indemnitor may be liable to an Indemnitee hereunder is asserted or sought to be collected, in each case, in writing, by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified each, a “Third Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying PartyClaim”), such Indemnified Party the Indemnitee shall give notice promptly notify the Indemnitor in writing as promptly as reasonably practicable of such Third Party Claim (each, a “Notice of Claim”); provided, however, that a failure by an Indemnitee to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party provide timely notice shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced affect the position rights or obligations of such Indemnifying Party. Upon such notification, Indemnitee other than if the Indemnifying Party Indemnitor shall assume the defense have been actually prejudiced as a result of such Proceeding brought by a third party, and, after such assumption, the Indemnified Party failure. The Notice of Claim shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) state that the Indemnifying Party shall have failed Indemnitee has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnitee is entitled to promptly assume indemnification pursuant to this Agreement, and thereafter conduct such defense, (ii) specify in reasonable detail each individual item of Loss included in the Indemnifying Party amount so stated, the date such item was paid or properly accrued, the basis for any anticipated Loss and the Indemnified Party nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnitee claims to be entitled hereunder provided, however, that a failure by an Indemnitee to include information that is incomplete or unknown shall not affect the rights of the Indemnitee or the obligations of the Indemnitor other than if the Indemnitor shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation been actually prejudiced as a result of such Indemnified failure. The Indemnitee shall enclose with the Notice of Claim copies of all papers served and received by it with respect to such Third Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party Claim, if any, and copies of any other party represented documents received by it that evidence such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Third Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)Claim.

Indemnification Procedures for Third Party Claims. If a claim by a third party (including claims for breaches of fiduciary duties) is made against a Person entitled to indemnification under this Section (an "Indemnified Party Party") and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “any Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to each such Indemnifying Party of any Proceeding action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have otherwise than on account of this Article VI, VIII so long as such failure shall not have materially prejudiced the position of such the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such Proceeding action brought by a third party, and, and after such assumption, assumption the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, action except as described below. In any such Proceedingaction, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter vigorously conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, contrary or (iii) the named parties in the reasonable determination of counsel for the Indemnified Party, representation of any such Indemnified Party by counsel obtained by action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingthem. No Indemnifying Party, in the defense of a third-third party claim, claim shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Indemnified Party shall not be liable for any settlement of any Proceeding proceeding effected without its written consent (which shall not be unreasonably withheld, withheld or delayed or conditioned by such Indemnifying Indemnified Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss loss, damage or liability by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above).

Indemnification Procedures for Third Party Claims. If a claim by a third party (including claims for breaches of fiduciary dutiesa) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such The Indemnifying Party shall not relieve such Indemnifying be entitled to assume, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense of any Third Party from any liability Claim; provided, however, that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, if the Indemnifying Party shall does not promptly assume the defense of such Proceeding brought by a third party, and, after Third Party Claim within fifteen (15) Business Days following the receipt of an Indemnification Notice or does not elect to defend such assumptionThird Party Claim, the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall have the right, in addition to any other right to retain its own counsel (including local counsel)or remedy it may have hereunder, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed Party’s expense, to promptly assume and thereafter conduct such defensedefense with counsel of its own choosing; provided, (ii) the Indemnifying Party and that the Indemnified Party shall have mutually agreed to obtain the contrary, (iii) in the reasonable determination prior written consent of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which consent shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Partyconditioned), but if settled without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder before entering into any settlement or compromising, discharging or admitting any liability with respect to any such consent or if there be final judgment for the plaintiff, Third Party Claim. If the Indemnifying Party shall indemnify assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 10.6(a), (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or admits any Loss by reason liability in connection therewith, (ii) the Indemnified Party shall be entitled to participate in (but not conduct or control) the defense of such settlement or judgmentThird Party Claim and to employ separate counsel of its choice for such purpose, and (iii) the Indemnified Party shall promptly provide to the Indemnifying Party copies of all notices and documents not supplied with the Indemnification Notice because of any privilege. The fees and expenses of such separate counsel shall be paid by the Indemnified Party; provided, however, that such Indemnified Party will be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if (x) authorized by the Indemnifying Party to participate or (y) in the opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; and provided further, that the Indemnifying Party will advance expenses not be required to an Indemnified Party as reasonably incurred so long as pay for more than one such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party counsel for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)Indemnified Parties in connection with any Third Party Claim.

Indemnification Procedures for Third Party Claims. If a any claim or assertion of liability is made or asserted by a third party against a Party indemnified pursuant to this Agreement (including claims for breaches of fiduciary dutiesthe "INDEMNIFIED PARTY") is made against an Indemnified Party and such Indemnified Party intends which might give rise to seek indemnity with respect thereto from a right to indemnification under this Agreement, the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall with reasonable promptness give to each other Party with a potential indemnification obligation pursuant to this Agreement (the "INDEMNIFYING PARTY") written notice describing the claim or assertion of liability in writing as promptly as reasonably practicable to such reasonable detail and requesting that the Indemnifying Party defend the same, provided that any delay or failure of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such the Indemnifying Party to notify shall not relieve such Indemnifying Party it from any liability that which it may have on account to the Indemnified Party except to the extent of this Article VIany prejudice resulting directly from such delay or failure. The Indemnifying Party shall, so long as such failure shall not have materially prejudiced at the position of such Indemnifying Party. Upon such notification's expense, the Indemnifying Party shall assume the defense of such Proceeding brought by a third party, and, after such assumption, claim with counsel reasonably satisfactory to the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described belowParty. In any such Proceeding, any The Indemnified Party shall have the right to retain its own employ separate counsel (including local counsel)in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such the Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained employment thereof has been specifically authorized by the Indemnifying Party would be inappropriate due in writing, the Indemnifying Party has failed to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in assume the defense of such claim or there is a third-party claim, shall, except with conflict of interest which could prevent the consent of Indemnifying Party's counsel from being able to adequately represent the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for permitted to enter into any settlement or compromise with respect to such claim unless the Indemnified Party shall have been notified in writing of any Proceeding effected without its written the proposed settlement or compromise and either: the Indemnified Party shall have consented in writing thereto, which consent (which shall not be unreasonably withheldconditioned, delayed or conditioned withheld; or the proposed settlement or compromise shall only involve a payment of money by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify and the Indemnifying Party obtains a general release of the Indemnified Party from and against any Loss by reason of such settlement the entity or judgmentperson making the claim. The Indemnifying Party parties hereto will advance expenses keep each other reasonably informed with respect to an Indemnified Party as reasonably incurred so long as any such indemnified party claim and will cooperate with each other in the defense of any such claim and the relevant records of each shall have provided be available to the indemnifying party other with a written undertaking respect to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)such defense.

Indemnification Procedures for Third Party Claims. If a claim The parties shall observe the following procedures with respect to any indemnification claims made hereunder by a one party against the other party that arise from claims, demands, actions or causes of action made by third parties against the Buyer or Seller ("Third Party Claims"). The indemnified party hereunder shall notify the other party upon discovery of any Third Party Claim, describing such Third Party Claim and providing copies of materials received from the third party relating thereto. The indemnified party may engage counsel or representatives of its own choosing with respect to any such Third Party Claim, such representation (including claims the compromise or settlement of any such Third Party Claim and all other costs related thereto) to be undertaken on behalf of and for breaches of fiduciary duties) is made against an Indemnified Party the account and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each risk of the Company indemnifying party; provided however that the compromise or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party settlement of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Third Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such Proceeding brought by a third party, and, after such assumption, the Indemnified Party Claim shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other indemnified party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with without the consent of the Indemnified Partyindemnifying party, which consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned . In the event the indemnified party elects not to undertake such defense by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiffits own representatives, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided give prompt written notice of such election to the indemnifying party, and the indemnifying party with a written undertaking thereupon shall undertake, at its cost, the defense thereof by counsel or other representatives designated by it whom the indemnified party determines in writing to reimburse be satisfactory for such purposes. The consent by the indemnified party of the indemnifying party's choice of counsel or other representative shall not be unreasonably withheld. The compromise or settlement of any Third Party Claim shall not be agreed by the indemnifying party for all amounts so advanced if it is ultimately determined that without the consent of the indemnified party, which consent shall not be unreasonably withheld. The party is not entitled to indemnification hereunder (which undertaking the defense of any Third Party Claim shall include breaches keep the other party reasonably informed of fiduciary duty if permitted above)the progress of the defense of, or other action taken in respect of, such Third Party Claim.

Indemnification Procedures for Third Party Claims. If In the event that any claim or demand for which a claim by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”)) would be liable to another party under this Article VII (an “Indemnified Party”) is asserted against or sought to be collected from an Indemnified Party in a Third Party Claim, such the Indemnified Party shall give notice in writing as promptly as reasonably practicable to such with reasonable promptness, notify the Indemnifying Party of any Proceeding commenced against such claim or by it in respect of which indemnity may be sought hereunderdemand (the “Claim Notice”), but the failure to so notify such the Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, the Indemnifying Party of its obligations under this Article VII, except to the extent the Indemnifying Party is prejudiced thereby. The Indemnifying Party shall have thirty (30) days from receipt of a Claim Notice from the Indemnified Party (in this Section 7.4, the “Notice Period”) to notify the Indemnified Party whether or not the Indemnifying Party desires, at the Indemnifying Party’s sole cost and expense, to assume the defense of such Proceeding brought claim or demand (to the extent there are any Damages related to such claim or demand). All costs and expenses incurred by the Indemnifying Party in defending such claim or demand shall be a third partyliability of, andand shall be paid by, after the Indemnifying Party, subject to the limitations set forth in this Article VII. The Indemnified Party is hereby authorized prior to and during the Notice Period to, with the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld, conditioned or delayed), file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. Notwithstanding the foregoing, the assumption of defense of any such assumptionmatters by the Indemnifying Party shall relate solely to the Damages that are subject or potentially subject to indemnification hereunder; provided, further, that the option to assume the defense shall not be available to the Indemnifying Party for Third Party Claims (A) where non-monetary relief is sought that is not merely incidental to the monetary relief that is sought, (B) involving criminal allegations, for which defense shall be assumed by the Indemnified Party shall not with the right to retain (at the Indemnifying Party’s expense, subject to the limitations set forth in this Article VII) counsel of its choice, reasonably acceptable to the Indemnifying Party, (C) that could reasonably be entitled expected to reimbursement adversely affect the Taxes of the Indemnified Party for a taxable period (or portion thereof) beginning after the Closing Date, and (D) would reasonably be expected to be for an amount that, if paid, would result in the Indemnified Party bearing a greater share of such Liability than the Indemnifying Party, giving effect to the limitations set forth in this Article VII. If the Indemnifying Party elects to assume the defense of any expenses thereafter incurred by it in connection with such Proceedingclaim or demand, except as described below. In any such Proceeding, any the Indemnified Party shall have the right to retain employ separate counsel at its own counsel expense and to participate in, but not control, the defense thereof. If the Indemnifying Party elects not to assume the defense of such claim or demand (including local counselor fails to give notice to the Indemnified Party during the Notice Period), but 77 the fees and expenses Indemnified Party shall be entitled to assume the defense of such claim or demand with counsel shall be of its own choice, at the expense of such the Indemnifying Party, subject to the limitations set forth in this Article VII. If the Indemnified Party unless (i) has assumed the defense pursuant to this Section 7.4, it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall have failed to promptly assume and thereafter conduct such defensenot be unreasonably withheld, (ii) delayed or conditioned). If the claim or demand is asserted against both the Indemnifying Party and the Indemnified Party shall have mutually agreed and based on the advice of counsel reasonably satisfactory to the contraryIndemnifying Party it is determined that there is a conflict of interest which renders it inappropriate for the same counsel to represent both the Indemnifying Party and the Indemnified Party, (iii) in the reasonable determination of Indemnifying Party shall be responsible for paying separate counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by subject to the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel limitations set forth in such proceeding. No Indemnifying Partythis Article VII; provided, in however, that the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable responsible for paying for more than one separate firm of attorneys to represent all of the Indemnified Parties, regardless of the number of Indemnified Parties. If the Indemnifying Party elects to assume the defense of such claim or demand, (i) no compromise or settlement thereof may be effected by the Indemnifying Party without the Indemnified Party’s written consent (which shall not be unreasonably withheld, delayed or conditioned) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, the settlement does not include any admission of liability and the Indemnified Party is fully released from all Liabilities relating to such claim or demand and (ii) the Indemnified Party shall have no liability with respect to any compromise or settlement of any Proceeding thereof effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Partyconditioned), but if settled with such consent or if there be final judgment for the plaintiff. In addition, the Indemnifying Party shall indemnify keep the Indemnified Party from apprised of the status of the claim, liability or expense and against any Loss by reason resulting suit, proceeding or enforcement action, shall furnish the Indemnified Party with all documents and information that the Indemnified Party shall reasonably request and shall consult with the Indemnified Party prior to acting on major matters, including settlement discussions. In the event that the Indemnifying Party does not assume the defense of such claim or demand, the Indemnified Party shall keep the Indemnifying Party apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the Indemnifying Party with all documents and information that the Indemnifying Party shall reasonably request and shall consult with the Indemnifying Party prior to acting on major matters, including settlement or judgmentdiscussions. The Indemnifying Party will advance expenses may not enter into any compromise or settlement of such claim or demand in which the Indemnifying Party receives a release from all liabilities relating to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party claim or demand in connection with a written undertaking compromise or settlement, unless such release also applies to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled Indemnified Party. With respect to any claim subject to indemnification hereunder under this Article VII, the parties shall cooperate in such a manner and use their commercially reasonable efforts to preserve in full the confidentiality of all confidential information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use commercially reasonable efforts, in respect of any claim in which shall include breaches it has assumed or has participated in the defense, to avoid production of fiduciary duty if permitted aboveconfidential information (consistent with applicable Law and rules of procedure), and (ii) it will use commercially reasonable efforts to make all communications between any parties hereto and counsel responsible for or participating in the defense of any Third Party Claim so as to preserve any applicable attorney-client or work-product privilege.

Indemnification Procedures for Third Party Claims. If a claim In the case of Claims made by a third party with respect to which indemnification is sought, the Party seeking indemnification (including claims for breaches the “Indemnified Party”) shall give prompt notice, and in any event within 20 days, to the other Party (the “Indemnifying Party”) of fiduciary duties) is any such Claims made against an upon it. If the Indemnified Party fails to give such notice, such failure shall not preclude the Indemnified Party from obtaining such indemnification but its right to indemnification may be reduced to the extent that such delay prejudiced the defence of the Claim or increased the amount of liability or cost of defence. The Indemnifying Party shall have the right, by notice to the Indemnified Party given not later than 30 days after receipt of the notice described in Section 9.3(a), to assume the control of the defence, compromise or settlement of the Claim, provided that such assumption shall, by its terms, be without cost to the Indemnified Party and such provided the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party intends in accordance with the terms contained in this Section in respect of that Claim. Upon the assumption of control of any Claim by the Indemnifying Party as set out in Section 9.3(b), the Indemnifying Party shall diligently proceed with the defence, compromise or settlement of the Claim at its sole expense, including, if necessary, employment of counsel and experts reasonably satisfactory to seek indemnity the Indemnified Party and, in connection therewith, the Indemnified Party shall cooperate fully, but at the expense of the Indemnifying Party with respect thereto from to any out-of-pocket expenses incurred, to make available to the Company (Indemnifying Party all pertinent information and witnesses under the Indemnified Party’s control, make such assignments and take such other steps as in the case opinion of a Purchaser counsel for the Indemnifying Party are reasonably necessary to enable the Indemnifying Party to conduct such defence. The Indemnified Party seeking such indemnity) or shall also have the Purchaser (right to participate in the case negotiation, settlement or defence of a Company Indemnified any Claim at its own expense. The Indemnifying Party seeking indemnity) (each shall not settle any Claim without the prior written consent of the Company Indemnified Party, such consent not to be unreasonably withheld. The final determination of any Claim pursuant to this Section, including all related costs and expenses, shall be binding and conclusive upon the Parties as to the validity or the Purchaserinvalidity, as the case may be, in of such capacity, an “Claim against the Indemnifying Party”. If the Indemnifying Party does not assume control of a Claim as permitted in Section 9.3(b), such the obligation of the Indemnifying Party to indemnify the Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party Claim shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such Proceeding brought by a third party, and, after such assumption, terminate if the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with settles such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with Claim without the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above).

Indemnification Procedures for Third Party Claims. If a (i) Promptly after notice to an indemnified party of any claim or the commencement of any action or proceeding, including any actions or proceedings by a third party (including claims hereafter referred to as "Proceeding" or "Proceedings"), involving any Damage referred to in this Section, such indemnified party shall, if a claim for breaches of fiduciary duties) indemnification in respect thereof is to be made against an Indemnified Party indemnifying party pursuant to this Section, give written notice to the indemnifying party, setting forth in reasonable detail the nature thereof and the basis upon which such Indemnified Party intends party seeks indemnification hereunder; provided, however, that the failure of any indemnified party to seek indemnity with respect thereto from give such notice shall not relieve the Company indemnifying party of its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by the failure to give such notice. (in ii) In the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced by a third party against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notificationan indemnified party, the Indemnifying Party shall indemnifying party shall, upon notice as provided above, assume the defense of such Proceeding brought by a third thereof, with counsel reasonably satisfactory to the indemnified party, and, after such assumptionnotice from the indemnifying party to the indemnified party of its assumption of the defense thereof, the Indemnified Party indemnifying party shall not be entitled liable to reimbursement of such indemnified party for any legal or other expenses thereafter subsequently incurred by it the indemnified party in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified Party the defense thereof (but the indemnified party shall have the right right, but not the obligation, to retain participate at its own cost and expense in such defense by counsel of its own choice) or for any amounts paid or foregone by the indemnified party as a result of any settlement or compromise thereof that is effected by the indemnified party (including local counselwithout the written consent of the indemnifying party), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, . (iii) Anything in this Section 13(c) notwithstanding, if both the reasonable determination indemnifying party and the indemnified party are named as parties or subject to such Proceeding and either party determines with advice of counsel for that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnified Party, representation other party or that a material conflict of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests interest between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability parties may exist in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheldProceeding, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided then the indemnifying party with a written undertaking may decline to reimburse assume the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches defense on behalf of fiduciary duty if permitted above).the

Indemnification Procedures for Third Party Claims. If a claim by a third party (including claims for breaches of fiduciary duties) is made against a Person entitled to indemnification under this Section (an "Indemnified Party Party") and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “any Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to each such Indemnifying Party of any Proceeding action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying an Indemnified Party shall not relieve such Indemnifying Party from any liability that it may have otherwise than on account of this Article VI, indemnity agreement so long as such failure shall not have materially prejudiced the position of such the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such Proceeding action brought by a third party, and, and after such assumption, assumption the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, action except as described below. In any such Proceedingaction, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter with reasonable diligence conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, contrary or (iii) the named parties in the reasonable determination of counsel for the Indemnified Party, representation of any such Indemnified Party by counsel obtained by action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingthem. No Indemnifying Party, in the defense of a third-third party claim, claim shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding proceeding effected without its written consent (which shall not be unreasonably withheld, withheld or delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss loss, damage or liability by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above).

Indemnification Procedures for Third Party Claims. If (a) In the event that any party hereto (an "Indemnified Party") desires to make a claim by a third against another party hereto (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “"Indemnifying Party”", which term shall include all Indemnifying Parties if there be more than one) in connection with any action, suit, proceeding or demand at any time instituted against or made upon it for which it may seek indemnification 38 -38- hereunder (a "Third-Party Claim"), such the Indemnified Party shall give notice in writing as promptly as reasonably practicable to such notify the Indemnifying Party of any Proceeding commenced against or by it in such Third-Party Claim and of its claims of indemnification with respect of which indemnity may be sought hereunderthereto; provided, but however, that the failure to so notify provide such Indemnifying Party notice shall not relieve such release the Indemnifying Party from any liability that it may have on account of obligation under this Article VI, so long as 14 except to the extent such failure shall not have materially Indemnifying Party is prejudiced the position by such failure. Upon receipt of such Indemnifying notice from the Indemnified Party. Upon such notification, the Indemnifying Party shall be entitled to participate in the defense of such Third-Party Claim, and assume the defense of such Proceeding brought by a third partyThird-Party Claim, andand in the case of such an assumption the Indemnifying Party shall have the authority to negotiate, after compromise and settle such assumptionThird-Party Claim; provided, that the Indemnified Indemnifying Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In settle any such Proceeding, any Indemnified Third-Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with Claim without the consent of the Indemnified Party, consent to entry Party unless as part of any judgment or enter into any such settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release is released from all liability in with respect of to such claim. The Indemnifying Third-Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)Claim.

Indemnification Procedures for Third Party Claims. If A party entitled to indemnification hereunder shall herein be referred to as an "Indemnitee." A party obligated to indemnify an Indemnitee hereunder shall herein be referred to as an "Indemnitor." Within ten (10) Business Days after an Indemnitee receives notice of any third party claim or the commencement of any Proceeding by any third party which such Indemnitee reasonably believes may give rise to a claim by for indemnification from an Indemnitor hereunder, such Indemnitee shall, if a third party (including claims for breaches of fiduciary duties) claim in respect thereof is to be made against an Indemnified Party and Indemnitor under Section 7, notify such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice Indemnitor in writing as promptly as reasonably practicable in reasonable detail of such Proceeding and include with such notice copies of all notices and documents (including court papers) served on or received by the Indemnitee from such third party; provided, that the failure of an Indemnitee to provide such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party notice shall not relieve such Indemnifying Party from Indemnitor of any liability that it may have on account of to an Indemnitee under this Article VI9, so long as except to the extent Indemnitor demonstrates that such failure shall not have materially prejudiced prejudices the position defense of such Indemnifying Partyclaim. Upon receipt of such notificationnotice, Indemnitor will be entitled to participate in such Proceeding and, to the Indemnifying Party shall extent that it wishes (unless (i) Indemnitor is also a party to such Proceeding and such Indemnitee determines in good faith, upon advice of counsel, that conflicts of interest exist as a result of which joint representation would be inappropriate, or (ii) Indemnitor fails to provide reasonable assurance to such Indemnitee of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Proceeding brought by a third party, with counsel reasonably satisfactory to such Indemnitee and, after notice from Indemnitor to such assumptionIndemnitee of its election to assume the defense of such Proceeding, Indemnitor will not, as long as it diligently conducts such defense, be liable to such Indemnitee under this Section 7 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by such Indemnitee in connection with the defense of such Proceeding, other than reasonable costs of investigation. If Indemnitor assumes the defense of a Proceeding, (i) no compromise or settlement of such claims may be effected by Indemnitor without such Indemnitee's consent (such consent not to be unreasonably withheld or delayed) unless (A) there is no finding or admission of any violation of Applicable Law and no effect on any other claims that may be made against such Indemnitee, and (B) the sole relief provided is monetary damages that are paid in full by Indemnitor; and (ii) such Indemnitee will have no liability with respect to any compromise or settlement of such claims effected without its consent. If the Indemnitor does not elect to assume the defense of such claim or action within ten (10) Business Days of the Indemnitee's delivery of notice of such a claim or action, the Indemnified Party Indemnitee shall be entitled to assume the defense thereof. Unless it has been conclusively determined through a final judicial determination (or settlement tantamount thereto) that the Indemnitor is not liable to the Indemnitee under this Section 7, the Indemnitee shall act reasonably and in accordance with its good faith business judgment with respect to such defense, and shall not settle or compromise any such claim or action without the consent of the Indemnitor, which consent shall not be entitled unreasonably withheld or delayed. The parties hereto agree to reimbursement render to each other such assistance as may reasonably be requested in order to insure the proper and adequate defense of any such claim or action, including making employees available on a mutually convenient basis to provide additional information and explanation of any relevant materials or to testify at any proceedings relating to such claim or action; provided, that, Seller shall reimburse Buyer for all of Buyer's reasonable out-of-pocket expenses thereafter incurred by it at Seller's request in connection with such Proceedingassistance, except as described below. In any such Proceeding, any Indemnified Party and Buyer shall have the right to retain its own counsel (including local counsel), but the fees and reimburse Seller for all of Seller's reasonable out-of-pocket expenses of such counsel shall be incurred at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) Buyer's request in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled connection with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)assistance.

Indemnification Procedures for Third Party Claims. If a Unless and to the extent otherwise specifically provided herein, any Indemnified Party that intends to claim indemnification under either Section 7.2 or 7.3 (as appropriate) shall promptly notify the Indemnifying Party of any loss arising out of any claim or action brought by a any third party (including claims for breaches “Third Party Claim”) in respect of fiduciary duties) is made against an Indemnified Party and such which the Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking claim such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaserindemnification, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, and the Indemnifying Party shall assume the defense thereof with counsel of such Proceeding brought by a third partytheir own choosing; provided, andhowever, after such assumption, the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any that an Indemnified Party shall have the right to retain its own counsel (including local counsel)and at its own expense, but with the fees and expenses of such counsel shall to be at the expense of such Indemnified Party unless (i) paid by the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, only if representation of such Indemnified Party by the counsel obtained retained by the Indemnifying Party Party, in the opinion of an independent counsel chosen by both parties, would be inappropriate due to actual or potential conflicting differing interests between such Indemnified Party and any other party represented by such counsel in such proceedingproceedings. No If the Indemnifying Party fails to assume the defense of any Third Party Claim, the Indemnified Party may assume such defense at the cost and expense of the Indemnifying Party. An Indemnified Party shall not be entitled to indemnification if any settlement or compromise of a Third Party Claim is effected by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. An Indemnified Party shall not be entitled to indemnification with respect to any Third Party Claim in an amount in excess of the defense of a third-amount which such third party claim, shall, except has unequivocally and in writing agreed with the consent Indemnifying Party it is willing to accept in settlement or compromise of the Indemnified Party, any such Third Party Claim. An Indemnifying Party shall not enter into any settlement or compromise of any Third Party Claim or consent to the entry of any judgment or enter into other order with respect to any settlement that claim which does not include contain, as a part thereof, an unconditional term thereof release of the giving Indemnified Party for liability for all Loss that may arise from such claim, or which does contain any injunctive or any other non-monetary relief that might in any way interfere with the future conduct of business by the claimant or plaintiff to such Indemnified Party. The failure by the Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, to deliver notice to the Indemnifying Party within a reasonable time after the commencement of any such Third Party Claim or action, if materially prejudicial to the Indemnifying Party’s ability to defend such action, shall indemnify relieve such Indemnifying Party of any liability to the Indemnified Party from and against any Loss by reason of hereunder with respect to such settlement or judgmentThird Party Claim. The Indemnified Party, and its employees, agents and representatives, shall cooperate fully with the Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided and its legal representatives in the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled investigation of any action, claim or liability subject to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)hereunder.

Indemnification Procedures for Third Party Claims. If a claim by a any third party asserts any claim or demand (including claims for breaches the "Third Party Claim") against a party hereto with respect to any matter to which the obligation to indemnify may arise under the provisions of fiduciary dutiesthis Section 5, the party against whom the Third Party Claim is asserted (the "Indemnified Party") shall give or cause to be given to the party who is made against an Indemnified Party and obligated to indemnify such Indemnified Party intends pursuant to seek indemnity with respect thereto from the Company provisions of this Section 5 (the "Indemnifying Party") written notice thereof within thirty (30) days, which shall describe such Third Party Claim in reasonable detail, including the case amount thereof or an estimate thereof if necessary and to the extent feasible. The failure of a Purchaser any Indemnified Party seeking to give any Indemnifying Party such indemnitywritten notice within thirty (30) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), days shall not preclude such Indemnified Party shall give notice in writing as promptly as reasonably practicable from obtaining indemnification under this Section 5, except to the extent that such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but Indemnified Party's failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have has materially prejudiced the position of such Indemnifying Party's rights or materially increased its liabilities and obligations hereunder. Upon such notificationIf a Third Party Claim is asserted that is subject to indemnification hereunder, the Indemnifying Party shall assume within fifteen (15) days defend such Third Party Claim by counsel of its choice, subject to the approval of the Indemnified Party, which approval shall not be unreasonably withheld or delayed, and the Indemnified Party shall cooperate with the Indemnifying Party in the defense of such Proceeding brought Third Party Claim, including the settlement of the matter on the basis stipulated by a third party, and, the Indemnifying Party (with the Indemnifying Party being responsible for all costs and expenses of such settlement). If the Indemnifying Party within fifteen (15) days after notice of such assumptionThird Party Claim fails to defend the Indemnified Party, the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceedingundertake the defense, except as described below. In any such Proceedingcompromise, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses or settlement of such counsel shall be Third Party Claim, at the expense of such Indemnified Party unless (i) and for the account and risk of the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above).

Indemnification Procedures for Third Party Claims. If a claim by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VIVIII, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such Proceeding brought by a third party, and, after such assumption, the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above).

Indemnification Procedures for Third Party Claims. If a claim by a third party (including claims for breaches of fiduciary duties) is made against a Person entitled to indemnification under this Section (an "Indemnified Party Party") and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “any Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to each such Indemnifying Party of any Proceeding action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying an Indemnified Party shall not relieve such Indemnifying Party from any liability that it may have otherwise than on account of this Article VI, indemnity agreement so long as such failure shall not have materially prejudiced the position of such the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such Proceeding action brought by a third party, and, and after such assumption, assumption the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, action except as described below. In any such Proceedingaction, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter vigorously conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, contrary or (iii) the named parties in the reasonable determination of counsel for the Indemnified Party, representation of any such Indemnified Party by counsel obtained by action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingthem. No Indemnifying Party, in the defense of a third-third party claim, claim shall, except with the consent of the Indemnified Indemnifying Party, consent to entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding proceeding effected without its written consent (which shall not be unreasonably withheld, withheld or delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss loss, damage or liability by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above).

Indemnification Procedures for Third Party Claims. If a claim by a third party (including claims for breaches of fiduciary duties) is made against a Person entitled to indemnification under this Article IX (an “Indemnified Party Party”) and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “any Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to each such Indemnifying Party of any Proceeding action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying an Indemnified Party shall not relieve such Indemnifying Party from any liability that it may have otherwise than on account of this Article VI, indemnity agreement so long as such failure shall not have materially prejudiced the position of such the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such Proceeding action brought by a third party, and, and after such assumption, the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, action except as described below. In any such Proceedingaction, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter vigorously conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, contrary or (iii) the named parties in the reasonable determination of counsel for the Indemnified Party, representation of any such Indemnified Party by counsel obtained by action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingthem. No Indemnifying Party, in the defense of a third-third party claim, claim shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding proceeding effected without its written consent (which shall not be unreasonably withheld, withheld or delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss loss, damage or liability by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above).

Indemnification Procedures for Third Party Claims. If In the event that any claim or demand for which a claim by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”)) would be liable to another party under this Article VII (an “Indemnified Party”) is asserted against or sought to be collected from an Indemnified Party in a Third Party Claim, such the Indemnified Party shall give notice with reasonable promptness (and in writing as promptly as reasonably practicable to no event more than fifteen (15) Business Days after the Indemnified Party becomes aware of such Third Party Claim), notify the Indemnifying Party of any Proceeding commenced against such claim or by it in respect of which indemnity may be sought hereunderdemand (the “Claim Notice”), but the failure to so notify such the Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, the Indemnifying Party of its obligations under this Article VII, except to the extent the Indemnifying Party is prejudiced thereby. The Indemnifying Party shall have thirty (30) days from receipt of a Claim Notice from the Indemnified Party (in this Section 7.3, the “Notice Period”) to notify the Indemnified Party whether or not the Indemnifying Party desires, at the Indemnifying Party’s sole cost and expense, to assume the defense of such Proceeding brought by a third party, and, after claim or demand (to the extent there are any Damages related to such assumption, the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described belowclaim or demand). In any such Proceeding, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees All costs and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained incurred by the Indemnifying Party would in defending such claim or demand shall be inappropriate due to actual or potential conflicting interests between such Indemnified Party a liability of, and any other party represented by such counsel in such proceeding. No shall be paid by, the Indemnifying Party, subject to the limitations set forth in this Article VII. The Indemnified Party is hereby authorized prior to and during the defense of a third-party claimNotice Period to, shall, except with the prior written consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed conditioned or conditioned by such delayed), file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of the Indemnifying Party and not prejudicial to the Indemnifying Party. Notwithstanding the foregoing, the assumption of defense of any such matters by the Indemnifying Party shall relate solely to the Damages that are subject or potentially subject to indemnification hereunder; provided, further, that the option to assume the defense shall not be available to the Indemnifying Party for Third Party Claims (A) where non-monetary relief is sought that is not merely incidental to the monetary relief that is sought, (B) involving criminal allegations, for which defense shall be assumed by the Indemnified Party with the right to retain (at the Indemnifying Party’s expense, subject to the limitations set forth in this Article VII) counsel of its choice, and (C) would reasonably be expected to be for an amount that, if paid, would result in the Indemnified Party bearing a greater share of such Liability than the Indemnifying Party, giving effect to the limitations set forth in this Article VII. If the Indemnifying Party elects to assume the defense of any such claim or demand, the Indemnified Party shall have the right to employ separate counsel at its own expense and to participate in, but not control, the defense thereof. If the Indemnifying Party elects not to assume the defense of such claim or demand (or fails to give notice to the Indemnified Party during the Notice Period), but if settled the Indemnified Party shall be entitled to assume the defense of such claim or demand with such consent counsel of its own choice, at the expense of the Indemnifying Party, subject to the limitations set forth in this Article VII. If the claim or if demand is asserted against both the Indemnifying Party and the Indemnified Party and based on the advice of counsel reasonably satisfactory to the Indemnifying Party it is determined that there be final judgment is a conflict of interest which renders it inappropriate for the plaintiffsame counsel to represent both the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall indemnify be responsible for paying separate counsel for the Indemnified Party, subject to the limitations set forth in this Article VII; provided, however, that the Indemnifying Party shall not be responsible for paying for more than one separate firm of attorneys to represent all of the Indemnified Parties, regardless of the number of Indemnified Parties. If the Indemnifying Party elects to assume the defense of such claim or demand, (i) no compromise or settlement thereof may be effected by the Indemnifying Party without the Indemnified Party’s written consent (not to be unreasonably withheld, conditioned or delayed) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, the settlement does not include any admission of liability and the Indemnified Party is fully released from all Liabilities relating to such claim or demand and against (ii) the Indemnified Party shall have no liability with respect to any Loss by reason compromise or settlement thereof effected without its written consent (not to be unreasonably withheld, conditioned or delayed). In addition, the Indemnifying Party shall keep the Indemnified Party reasonably apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the Indemnified Party with all documents and information that the Indemnified Party shall reasonably request and shall consult with the Indemnified Party prior to acting on major matters, including settlement discussions. In the event that the Indemnifying Party does not assume the defense of such claim or demand, the Indemnified Party shall keep the Indemnifying Party reasonably apprised of the status of the claim, liability or expense and any resulting suit, proceeding or enforcement action, shall furnish the Indemnifying Party with all documents and information that the Indemnifying Party shall reasonably request and shall consult with the Indemnifying Party prior to acting on major matters, including settlement or judgmentdiscussions. The Indemnifying Party will advance expenses may not enter into any compromise or settlement of such claim or demand in which the Indemnifying Party receives a release from all liabilities relating to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party claim or demand in connection with a written undertaking compromise or settlement, unless such release also applies to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled Indemnified Party. With respect to any claim subject to indemnification hereunder under this Article VII, the parties shall cooperate in such a manner and use their commercially reasonable efforts to preserve in full the confidentiality of all Confidential Information and the attorney-client and work-product privileges. In connection therewith, each party agrees that: (i) it will use commercially reasonable efforts, in respect of any claim in which it has assumed or has participated in the defense, to avoid production of Confidential Information (consistent with applicable Law and rules of procedure), and (ii) it will use commercially reasonable efforts to make all communications between any parties hereto and counsel responsible for or participating in the defense of any Third Party Claim so as to preserve any applicable attorney-client or work-product privilege. Notwithstanding the foregoing, in the event of a Third Party Claim that is a Tax Claim, the provisions of Section 5.5(d) shall include breaches govern and the provisions of fiduciary duty if permitted above)this Section 7.3 shall not apply.

Indemnification Procedures for Third Party Claims. In order for an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving any suit, action, proceeding, claim, demand or written notice made by any third party against an Indemnified Party (a "Third Party Claim"), the Indemnified Party must notify the party of whom it is requesting such indemnification (the "Indemnifying Party") in writing of the Third Party Claim within thirty (30) calendar days after receipt by such Indemnified Party of written notice of the Third Party Claim; provided, however, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of any liability hereunder unless the Indemnifying Party has suffered material prejudice by such failure. If a claim by a third party (including claims for breaches of fiduciary duties) Third Party Claim is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, the Indemnifying Party shall be entitled, if it so chooses, to elect to compromise or assume the defense thereof by delivering written notice to such effect to the Indemnified Party within thirty (30) calendar days or such shorter period as is reasonably required, following receipt by the Indemnifying Party of the notice of the Third Party Claim. If the Indemnifying Party elects to compromise or assume the defense of any Third Party Claim, it may not agree to any settlement or compromise of such Proceeding brought claim, other than a settlement or compromise solely for monetary damages for which the Indemnifying Party shall be responsible, without the prior written consent of the Indemnified Party. The Indemnified Party will cooperate in all reasonable respects with the Indemnifying Party in connection with such compromise or defense and shall have the right to participate in such compromise or defense with counsel (but not more than one firm) selected (with the consent of the Indemnifying Party, not to be withheld unreasonably) and paid for by the Indemnifying Party. Except as otherwise provided, regardless of which party assumes the defense of a third partyThird Party Claim, and, after such assumption, (i) the Indemnified Party shall not be entitled to reimbursement settle or compromise any Third Party Claim without the consent of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defenseParty, (ii) the Indemnifying Party shall not withhold unreasonably consent to any settlement or compromise of such claim and (iii) the Indemnified Party and the Indemnifying Party shall have mutually agreed to cooperate in any settlement or compromise of such claim, whether by the contrary, (iii) in the reasonable determination of counsel for Indemnifying Party or the Indemnified Party, representation of such Indemnified Party by counsel obtained by as the case may be. In the event the Indemnifying Party would be inappropriate due to actual does not compromise or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in assume the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Third Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiffClaim, the Indemnifying Party shall indemnify promptly pay to the Indemnified Party from all reasonable costs and against any Loss expenses incurred or to be incurred by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party in defending any claim in advance of the final disposition thereof; provided, however, that if it ultimately is determined by a court of competent jurisdiction (from whose decision no appeals may be taken or the time for appeal has lapsed) that the Indemnified Party was not entitled to indemnity hereunder, then the Indemnified Party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for repay promptly all amounts so advanced if it is ultimately determined that advanced. The Indemnified Party shall deliver to the indemnified party is not entitled Indemnifying Party statements of the reasonable costs and expenses so incurred, or to indemnification hereunder (which be incurred, on a monthly basis, and the Indemnifying Party shall include breaches of fiduciary duty if permitted above)pay promptly to the Indemnified Party the amounts shown on such statements.

Indemnification Procedures for Third Party Claims. If a Unless and to the extent otherwise specifically provided herein, an Indemnified Party that intends to claim indemnification under either Section 7.2 or 7.3 (as appropriate) shall promptly notify the Indemnifying Party of any loss arising out of any claim or action brought by a any third party (including claims for breaches “Third Party Claim”) in respect of fiduciary duties) is made against an Indemnified Party and such which the Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking claim such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaserindemnification, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, and the Indemnifying Party shall assume the defense thereof with counsel of such Proceeding brought by a third partyits own choosing; provided, andhowever, after such assumption, the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any that an Indemnified Party shall have the right to retain its own counsel (including local counsel)and at its own expense, but with the fees and expenses of such counsel shall to be at the expense of such Indemnified Party unless (i) paid by the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, only if representation of such Indemnified Party by the counsel obtained retained by the Indemnifying Party Party, in the opinion of an independent counsel chosen by both parties, would be inappropriate due to actual or potential conflicting differing interests between such Indemnified Party and any other party represented by such counsel in such proceedingproceedings. No If the Indemnifying Party fails to assume the defense of any Third Party Claim, the Indemnified Party may assume such defense at the cost and expense of the Indemnifying Party. An Indemnified Party shall not be entitled to 18 indemnification if any settlement or compromise of a Third Party Claim is effected by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. An Indemnified Party shall not be entitled to indemnification with respect to any Third Party Claim in an amount in excess of the defense of a third-amount which such third party claim, shall, except has unequivocally and in writing agreed with the consent Indemnifying Party it is willing to accept in settlement or compromise of the Indemnified Party, any such Third Party Claim. An Indemnifying Party shall not enter into any settlement or compromise of any Third Party Claim or consent to the entry of any judgment or enter into other order with respect to any settlement that claim which does not include contain, as a part thereof, an unconditional term thereof release of the giving Indemnified Party for liability for all Loss that may arise from such claim, or which does contain any injunctive or any other non-monetary relief that reasonably might in any way interfere with the future conduct of business by the claimant or plaintiff to such Indemnified Party. The failure by the Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, to deliver notice to the Indemnifying Party within a reasonable time after the commencement of any such Third Party Claim or action, if materially prejudicial to the Indemnifying Party’s ability to defend such action, shall indemnify relieve such Indemnifying Party of any liability to the Indemnified Party from and against any Loss by reason of hereunder with respect to such settlement or judgmentThird Party Claim. The Indemnified Party, and its employees, agents and representatives, shall cooperate fully with the Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided and its legal representatives in the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled investigation of any action, claim or liability subject to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)hereunder.

Indemnification Procedures for Third Party Claims. If a claim by a third party (including claims for breaches of fiduciary dutiesa)A Person entitled to indemnification under this Article VI (an “Indemnified Party”) is made against an Indemnified will give prompt written notice to the Party and such Indemnified Party intends obligated to seek provide the indemnity with respect thereto from hereunder (the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”)) of any claim, such assertion, event, condition or proceeding by any third party concerning any liability or damage as to which the Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but request indemnification under this Article VI. The failure to so notify give such Indemnifying Party shall notice will not relieve such the Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced hereunder unless and solely to the position of such Indemnifying Party. Upon such notification, extent the Indemnifying Party shall assume did not know of such event and such failure results in the forfeiture of substantial rights or defenses. (b)An Indemnifying Party will have the right, upon written notice to the Indemnified Party, to conduct at its expense the defense against any third party claim in its own name, or, if necessary, in the name of such Proceeding brought by a third party, and, after such assumptionthe Indemnified Party. When the Indemnifying Party assumes the defense, the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall will have the right to retain its own approve the defense counsel (including local counsel), but and the fees and expenses of such counsel shall be at the expense of such Indemnified Party will have no liability for any compromise or settlement of any claim that is effected without its prior written consent, unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) sole relief provided is monetary damages that are paid in full by the Indemnifying Party and the such compromise or settlement includes a release of each Indemnified Party shall have mutually agreed to from any liabilities arising out of the contrary, third party claim. (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by c)If the Indemnifying Party would be inappropriate due delivers a notice electing to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in conduct the defense of a third-third party claim, shall, except with the consent of the Indemnified PartyParty will, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof at the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party)'s expense, but if settled cooperate with such consent or if there be final judgment for the plaintiff, and make available to the Indemnifying Party shall indemnify such assistance, personnel, witnesses and materials as the Indemnifying Party may reasonably request. If the Indemnifying Party does not deliver a notice electing to conduct the defense of a third party claim, the Indemnified Party from will have the sole right to conduct such defense and against any Loss by reason the Indemnified Party may pay, compromise or defend such third party claim or proceeding at the Indemnifying Party's expense. Regardless of such settlement or judgment. The whether the Indemnifying Party will advance expenses to an defends the third party claim, the Indemnified Party as reasonably incurred so long as such indemnified party shall will have provided the indemnifying party with a written undertaking right at its sole expense to reimburse participate in the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches defense assisted by counsel of fiduciary duty if permitted above).its own choosing. ARTICLE VII

Indemnification Procedures for Third Party Claims. In order for an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving any suit, action, proceeding, claim, demand or written notice made by any third party against an Indemnified Party (a "THIRD PARTY CLAIM"), the Indemnified Party must notify the party of whom it is requesting such indemnification (the "INDEMNIFYING PARTY") in writing of the Third Party Claim within thirty (30) calendar days after receipt by such Indemnified Party of written notice of the Third Party Claim; provided, however, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of any liability hereunder unless the Indemnifying Party has suffered material prejudice by such failure. If a claim by a third party (including claims for breaches of fiduciary duties) Third Party Claim is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, the Indemnifying Party shall be entitled, if it so chooses, to elect to compromise or assume the defense thereof by delivering written notice to such effect to the Indemnified Party within thirty (30) calendar days or such shorter period as is reasonably required, following receipt by the Indemnifying Party of the notice of the Third Party Claim. If the Indemnifying Party elects to compromise or assume the defense of any Third Party Claim, it may not agree to any settlement or compromise of such Proceeding brought claim, other than a settlement or compromise solely for monetary damages for which the Indemnifying Party shall be responsible, without the prior written consent of the Indemnified Party. The Indemnified Party will cooperate in all reasonable respects with the Indemnifying Party in connection with such compromise or defense and shall have the right to participate in such compromise or defense with counsel (but not more than one firm) selected (with the consent of the Indemnifying Party, not to be withheld unreasonably) and paid for by the Indemnified Party. Except as otherwise provided, regardless of which party assumes the defense of a third partyThird Party Claim, and, after such assumption, (i) the Indemnified Party shall not be entitled to reimbursement settle or compromise any Third Party Claim without the consent of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defenseParty, (ii) the Indemnifying Party shall not withhold unreasonably consent to any settlement or compromise of such claim and (iii) the Indemnified Party and the Indemnifying Party shall have mutually agreed to cooperate in any settlement or compromise of such claim, whether by the contrary, (iii) in the reasonable determination of counsel for Indemnifying Party or the Indemnified Party, representation of such Indemnified Party by counsel obtained by as the case may be. In the event the Indemnifying Party would be inappropriate due to actual does not compromise or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in assume the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Third Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiffClaim, the Indemnifying Party shall indemnify promptly pay to the Indemnified Party from all reasonable costs and against any Loss expenses incurred or to be incurred by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party in defending any claim in advance of the final disposition thereof; provided, however, that if it ultimately is determined by a court of competent jurisdiction (from whose decision no appeals may be taken or the time for appeal has lapsed) that the Indemnified Party was not entitled to indemnity hereunder, then the Indemnified Party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for repay promptly all amounts so advanced if it is ultimately determined that advanced. The Indemnified Party shall deliver to the indemnified party is not entitled Indemnifying Party statements of the reasonable costs and expenses so incurred, or to indemnification hereunder (which be incurred, on a monthly basis, and the Indemnifying Party shall include breaches of fiduciary duty if permitted above)pay promptly to the Indemnified Party the amounts shown on such statements.

Indemnification Procedures for Third Party Claims. If Promptly after becoming aware of a claim by a third party as to which indemnification may be sought pursuant to this ARTICLE V (including claims for breaches of fiduciary duties) is made a “Third Party Claim”), any Seller, in connection with a Third Party Claim against an a Seller Indemnified Party, or the Purchaser, in connection with a Third Party and such Claim against a Purchaser Indemnified Party intends to seek indemnity with respect thereto from Party, as the Company case may be (the party seeking indemnification, the “Indemnitee”), shall notify the Seller Representative, in the case of a Third Party Claim by a Purchaser Indemnified Party seeking such indemnity) Party, or the Purchaser (Purchaser, in the case of a Company Third Party Claim by a Seller Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying PartyIndemnitor”), of such Indemnified Third Party shall give Claim by means of a written notice describing the Third Party Claim in writing reasonable detail, including an estimate of Damages, if known or to the extent an estimate can be discerned. The Indemnitee’s failure or delay in providing the notice will not relieve the Indemnitor of its obligations under this ARTICLE V, except to the extent that the Indemnitor is materially prejudiced as a result thereof. Unless the Indemnitor notifies the Indemnitee that the Indemnitor elects to assume the defense or the settlement of such Third Party Claim (such notice to be given as promptly as reasonably practicable possible in view of the necessity to arrange such Indemnifying defense and in no event later than 30 days following the notice to the Indemnitor), the Indemnitee will have the exclusive right to defend such Third Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunderClaim; provided, but failure to so notify such Indemnifying Party however, that the Indemnitee shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such Proceeding brought by a third party, and, after such assumption, the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In settle or compromise any such Proceeding, any Indemnified Third Party shall have Claim without the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the prior written consent of the Indemnified PartyIndemnitor, which consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed conditioned, or conditioned delayed. The Indemnitee will not be liable to the Indemnitor for any legal or other expense incurred by the Indemnitor in connection with any such Indemnifying Partydefense or settlement undertaken by the Indemnitor. If the Indemnitor assumes the defense, the Indemnitor will not agree to any settlement, compromise, or discharge of a Third Party Claim without the Indemnitee’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Indemnitor has assumed the defense or settlement of such Third Party Claim, the Indemnitee will have the right to employ its own counsel, at its own expense and participate in the defense of the Third-Party Claim; provided, however, that if, in the reasonable written opinion of counsel for the Indemnitee, (a) there is a reasonable likelihood of a conflict of interest between the Indemnitor and the Indemnitee, or (b) there are specific defenses available to the Indemnitee that are different from or additional to those available to the Indemnitor, then the Indemnitor shall be responsible for the reasonable and documented fees and expenses of one counsel to such Indemnitee in connection with such defense. Notwithstanding anything herein to the contrary, the Indemnitor shall not be entitled to assume control of the defense, and shall pay the reasonable and documented fees and expenses of legal counsel retained by the Indemnitee if a court of competent jurisdiction rules that Indemnitor has failed or is failing to diligently defend such Third Party Claim. The defending party in any event will (i) settle or defend such Third Party Claim with reasonable diligence, (ii) cooperate with the other parties in the investigation and analysis of such Third Party Claim or Proceeding, (iii) afford the other parties reasonable access to such relevant information as it may have in its possession (subject to any reasonable restrictions to preserve attorney-client privilege), but if settled with and (iv) keep the other parties reasonably informed regarding such consent Third Party Claim and any related proceedings. Notwithstanding the foregoing, in no event may the Seller Representative or if there be final judgment for any Sellers assume, maintain control of, or participate in the plaintiff, defense of any Proceeding to the Indemnifying Party shall indemnify the extent relief other than monetary damages is sought against a Purchaser Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)Party.

Indemnification Procedures for Third Party Claims. If a claim by a third party (including claims for breaches of fiduciary dutiesa) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such The Indemnifying Party shall not relieve such Indemnifying be entitled to assume, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense of any Third Party from any liability Claim; provided, however, that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, if the Indemnifying Party shall does not promptly assume the defense of such Proceeding brought by a third party, and, after Third Party Claim within fifteen (15) Business Days following the receipt of an Indemnification Notice or does not elect to defend such assumptionThird Party Claim, the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified Party shall have the right, in addition to any other right to retain its own counsel (including local counsel)or remedy it may have hereunder, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed Party’s expense, to promptly assume and thereafter conduct such defensedefense with counsel of its own choosing; provided, (ii) the Indemnifying Party and that the Indemnified Party shall have mutually agreed to obtain the contrary, (iii) in the reasonable determination prior written consent of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which consent shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Partyconditioned), but if settled without prejudice to the ability of the Indemnified Party to enforce its claim for indemnification against the Indemnifying Party hereunder before entering into any settlement or compromising, discharging or admitting any liability with respect to any such consent or if there be final judgment for the plaintiff, Third Party Claim. If the Indemnifying Party shall indemnify assume the control of the defense of any Third Party Claim in accordance with the provisions of this Section 5.7(a), (i) the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of such Third Party Claim, if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such Third Party Claim or the settlement imposes injunctive or other equitable relief against the Indemnified Party or admits any Loss by reason liability in connection therewith, (ii) the Indemnified Party shall be entitled to participate in (but not conduct or control) the defense of such settlement or judgmentThird Party Claim and to employ separate counsel of its choice for such purpose, and (iii) the Indemnified Party shall promptly provide to the Indemnifying Party copies of all notices and documents not supplied with the Indemnification Notice because of any privilege. The fees and expenses of such separate counsel shall be paid by the Indemnified Party; provided, however, that such Indemnified Party will be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if (x) authorized by the Indemnifying Party to participate or (y) in the opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; and provided further, that the Indemnifying Party will advance expenses not be required to an Indemnified Party as reasonably incurred so long as pay for more than one such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party counsel for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)Indemnified Parties in connection with any Third Party Claim.

Indemnification Procedures for Third Party Claims. If a claim (a) In the case of Claims made by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from to which indemnification is sought, the Company Party seeking indemnification (in this Section, the case of a Purchaser “Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party ) shall give notice prompt notice, and in writing as promptly as reasonably practicable any event within thirty (30) days, to such the Seller Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereundersuch Claims made upon it. If the Indemnified Party fails to give such notice, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially preclude the Indemnified Party from obtaining such indemnification but its right to indemnification may be reduced to the extent that such delay prejudiced the position of such Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such Proceeding brought by a third party, and, after such assumption, the Indemnified Party shall not be entitled to reimbursement Claim or increased the amount of liability or cost of defense and provided that no Claim for indemnity in respect of the breach of any expenses thereafter incurred by it representation or warranty contained in connection with this Agreement may be made unless notice of such Proceeding, except as described belowClaim has been given prior to the expiry of the survival period applicable to such representation and warranty pursuant to Section ‎7.1. In any such Proceeding, any Indemnified The Seller Indemnifying Party shall have the right to assume the control of the defense, compromise or settlement of the Claim if (i) such Seller Indemnifying Party notifies the Indemnified Party in writing of the same not later than thirty (30) days after receipt of the notice described in Section ‎7.3(a), (ii) the Seller Indemnifying Party provides reasonable evidence to the Indemnified Party of its financial ability to satisfy its indemnification obligations, and (iii) the Claim does not seek to impose any liability, obligation or restriction upon the Indemnified Party other than for money damages. Notwithstanding anything to contrary contained herein, the Seller Indemnifying Party must conduct the defense of the Claim (and any available cross-claims, counterclaims or third party claims related thereto) actively and diligently thereafter in order to preserve its rights in this regard. Notwithstanding anything to contrary contained herein, the Indemnified Party may retain its own separate co-counsel (including local counsel)and participate in the defense of the Claim, but the fees and expenses of such counsel employed by the Indemnified Party shall be at the expense of such the Indemnified Party unless unless, (iX) the employment thereof has been specifically authorized by the Seller Indemnifying Party shall have failed to promptly assume and thereafter conduct such defensein writing, (iiY) there exists a conflict between the Indemnifying interests of the Indemnified Party and the Seller Indemnifying Party or the Indemnified Party shall have mutually agreed reasonably determines that such a conflict of interest could arise, in either case that could reasonably be expected to the contrary, (iii) result in the reasonable determination of counsel for the a material prejudice to an Indemnified Party, representation of such Indemnified Party by counsel obtained by or (Z) the Seller Indemnifying Party would be inappropriate due has failed to actual or potential conflicting interests between such Indemnified assume the defense and employ counsel. So long as the Seller Indemnifying Party has assumed and any other party represented by such counsel in such proceeding. No Indemnifying Party, in is actively and diligently conducting the defense of a third-party claimthe Claim, shall, except with (A) the consent of the Indemnified Party, Seller Indemnifying Party will not consent to the entry of any judgment or enter into any settlement that with respect to the 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 by one or more of the Seller Indemnifying Parties and does not include as impose an unconditional term thereof injunction or other equitable relief upon the Indemnified Party and such judgment or proposed settlement includes the giving by the claimant or the plaintiff to such Indemnified Party of a release of the Indemnified Party, reasonably satisfactory to the Indemnified Party, from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent Claims and (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify B) the Indemnified Party from and against will not consent to the entry of any Loss by reason judgment or enter into any settlement with respect to the Claim without the prior written consent of such settlement or judgment. The the Seller Indemnifying Party will advance expenses (not to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted abovebe withheld unreasonably).

Indemnification Procedures for Third Party Claims. If a claim In the case of claims or demands or other actions taken or made by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from to which indemnification is sought, the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party indemnification shall give notice prompt written notice, and in writing as promptly as reasonably practicable any event within 20 days, to such Indemnifying the other Party of any Proceeding commenced against such claims or by it demands made upon it, provided that in respect the event of which indemnity may be sought hereunder, but a failure to so notify give such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VInotice, so long as such failure shall not have materially preclude the Party seeking indemnification to obtain such indemnification but its right to indemnification may be reduced to the extent that such delay prejudiced the position defense of the claim or demand or increased the amount of liability or cost of defense and provided that, notwithstanding anything else herein contained, no claim for indemnity in respect of the breach of any representation or warranty contained herein may be made unless notice of such claim has been given prior to the expiry of the survival period applicable to such representation and warranty pursuant to Section 6.2. The Indemnifying PartyParty shall have the right, by notice to the Indemnified Party given not later than 30 days after receipt of the notice described in subsection (a) to assume the control of the defense, compromise or settlement of the claim or demand, provided that such assumption shall, by its terms, be without cost to the Indemnified Party and provided the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in accordance with the terms contained in this Section in respect of that claim or demand. Upon such notificationthe assumption of control of any claim or demand by the Indemnifying Party as set out in subsection (b), the Indemnifying Party shall assume diligently proceed with the defense defence, compromise or settlement of such Proceeding brought by a third partythe claim or demand at its sole expense, including, if necessary, employment of counsel reasonably satisfactory to the Indemnified Party and, after such assumptionin connection therewith, the Indemnified Party shall not be entitled cooperate fully, but at the expense of the Indemnifying Party with respect to reimbursement any out-of-pocket expenses incurred, to make available to the Indemnifying Party all pertinent information and witnesses under the Indemnified Party's control, make such assignments and take such other steps as in the opinion of any expenses thereafter incurred by it in connection with counsel for the Indemnifying Party are reasonably necessary to enable the Indemnifying Party to conduct such Proceeding, except as described belowdefence. In any such Proceeding, any The Indemnified Party shall also have the right to retain participate in the negotiation, settlement or defence of any claim or demand at its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) expense. Should the Indemnifying Party shall have failed fail to promptly assume and thereafter conduct such defensegive notice to the Indemnified Party as provided in subsection (b), (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed be entitled to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of make such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent settlement of the Indemnified Partyclaim or demand as in its sole discretion may appear advisable, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The any other final determination of the claim or demand shall be binding upon the Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)Party.

Indemnification Procedures for Third Party Claims. If a (i) Promptly after notice to an indemnified party of any claim or the commencement of any action or proceeding, including any actions or proceedings by a third party (including claims hereafter referred to as "Proceeding" or "Proceedings"), involving any Damage referred to in this Section, such indemnified party shall, if a claim for breaches of fiduciary duties) indemnification in respect thereof is to be made against an Indemnified Party indemnifying party pursuant to this Section, give written notice to the indemnifying party, setting forth in reasonable detail the nature thereof and the basis upon which such Indemnified Party intends party seeks indemnification hereunder; provided, however, that the failure of any indemnified party to seek indemnity with respect thereto from give such notice shall not relieve the Company indemnifying party of its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by the failure to give such notice. (in ii) In the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced by a third party against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notificationan indemnified party, the Indemnifying Party shall indemnifying party shall, upon notice as provided above, assume the defense of such Proceeding brought by a third thereof, with counsel reasonably satisfactory to the indemnified party, and, after such assumptionnotice from the indemnifying party to the indemnified party of its assumption of the defense thereof, the Indemnified Party indemnifying party shall not be entitled liable to reimbursement of such indemnified party for any legal or other expenses thereafter subsequently incurred by it the indemnified party in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified Party the defense thereof (but the indemnified party shall have the right right, but not the obligation, to retain participate at its own cost and expense in such defense by counsel of its own choice) or for any amounts paid or foregone by the indemnified party as a result of any settlement or compromise thereof that is effected by the indemnified party (including local counselwithout the written consent of the indemnifying party), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, . (iii) Anything in this Section 15(c) notwithstanding, if both the reasonable determination indemnifying party and the indemnified party are named as parties or subject to such Proceeding and either party determines with advice of counsel for that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnified Party, representation other party or that a material conflict of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests interest between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability parties may exist in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheldProceeding, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided then the indemnifying party with a written undertaking may decline to reimburse assume the defense on behalf of the indemnified party or the indemnified party may retain the defense on its own behalf, and, in either such case, after notice to such effect is duly given hereunder to the other party, the indemnifying party for all amounts so advanced if it is ultimately determined that shall be relieved of its obligation to assume the defense on behalf of the indemnified party is not entitled party, but shall be required to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above).pay any legal or other expenses

Indemnification Procedures for Third Party Claims. If (g) In order for a party (the “Indemnified Party”) to be entitled to any indemnification under this Agreement in respect of a claim or demand made by any Person against the Indemnified Party, other than any Tax Proceeding (a third party (including claims for breaches of fiduciary duties) is made against an Indemnified “Third Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying PartyClaim”), such Indemnified Party shall give notice must notify (i) the Purchaser, in writing the case of indemnification pursuant to Section 11.04, or (ii) each Seller from which indemnification is being sought, in the case of indemnification pursuant to Section 11.02 and Section 13.05(a) (in each case, as applicable, the “Indemnifying Party”) (with a copy, in the case of clause (ii), to the Representative), in each case, in writing, and in reasonable detail, of the Third Party Claim as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunderpossible after receipt, but in no event later than ten (10) Business Days after such Indemnified Party’s knowledge of such Third Party Claim; provided that failure to so notify give such Indemnifying Party notification on a timely basis shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced affect the position of such Indemnifying Party. Upon such notification, indemnification provided hereunder except to the extent the Indemnifying Party shall assume the defense have been actually and materially prejudiced as a result of such Proceeding brought by a third party, and, after such assumptionfailure. Thereafter, the Indemnified Party shall not be entitled deliver to reimbursement the Indemnifying Party (with a copy, where the Indemnifying Party is a Seller, to the Representative), within five (5) Business Days after the Indemnified Party’s receipt thereof, copies of any expenses thereafter incurred all notices and documents (including court papers) received by it in connection with such Proceeding, except as described below. In any such Proceeding, any the Indemnified Party relating to the Third Party Claim; provided that failure to give such notification on a timely basis shall have not affect the right indemnification provided hereunder except to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) extent the Indemnifying Party shall have failed to promptly assume been actually and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation materially prejudiced as a result of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)failure.

Indemnification Procedures for Third Party Claims. If a any claim or assertion of liability is made or asserted by a third party against a Party indemnified pursuant to this Agreement (including claims for breaches of fiduciary dutiesthe “Indemnified Party”) is made against an which might give rise to a right to indemnification under this Agreement, the Indemnified Party and such Indemnified shall with reasonable promptness give to each other Party intends with a potential indemnification obligation pursuant to seek indemnity with respect thereto from this Agreement (the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give ) written notice describing the claim or assertion of liability in writing as promptly as reasonably practicable to such reasonable detail and requesting that the Indemnifying Party defend the same, provided that any delay or failure of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such the Indemnifying Party to notify shall not relieve such Indemnifying Party it from any liability that which it may have on account to the Indemnified Party except to the extent of this Article VIany prejudice resulting directly from such delay or failure. The Indemnifying Party shall, so long as such failure shall not have materially prejudiced at the position of such Indemnifying Party. Upon such notification’s expense, the Indemnifying Party shall assume the defense of such Proceeding brought by a third party, and, after such assumption, claim with counsel reasonably satisfactory to the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described belowParty. In any such Proceeding, any The Indemnified Party shall have the right to retain its own employ separate counsel (including local counsel)in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such the Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained employment thereof has been specifically authorized by the Indemnifying Party would be inappropriate due in writing, the Indemnifying Party has failed to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in assume the defense of such claim or there is a third-party claim, shall, except with conflict of interest which could prevent the consent of Indemnifying Party’s counsel from being able to adequately represent the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for permitted to enter into any settlement or compromise with respect to such claim unless the 11 Indemnified Party shall have been notified in writing of any Proceeding effected without its written the proposed settlement or compromise and either: the Indemnified Party shall have consented in writing thereto, which consent (which shall not be unreasonably withheldconditioned, delayed or conditioned withheld; or the proposed settlement or compromise shall only involve a payment of money by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify and the Indemnifying Party obtains a general release of the Indemnified Party from and against any Loss by reason of such settlement the entity or judgmentperson making the claim. The Indemnifying Party parties hereto will advance expenses keep each other reasonably informed with respect to an Indemnified Party as reasonably incurred so long as any such indemnified party claim and will cooperate with each other in the defense of any such claim and the relevant records of each shall have provided be available to the indemnifying party other with a written undertaking respect to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)such defense.

Indemnification Procedures for Third Party Claims. If a In the event that subsequent to the Closing Date any claim is asserted by a third party (including claims for breaches of fiduciary duties) against a party hereto as to which such party is made against an Indemnified Party and such Indemnified Party intends entitled to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”)indemnification hereunder, such Indemnified Party party (the "indemnified party") shall give notice in writing as promptly as reasonably practicable possible notify the party obligated to indemnify it (the "indemnifying party") thereof in writing. No delay on the part of the indemnified party to notify the indemnifying party of a claim shall relieve any obligation of the indemnifying party to indemnify the indemnified party with respect to such Indemnifying Party claim unless (and then solely to the extent) the indemnifying party is prejudiced in its ability to defend against the subject claim by the delay in such notification. The indemnifying party shall have the right, upon written notice to the indemnified party within ten (10) days after receipt from the indemnified party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position notice of such Indemnifying Partyclaim, to conduct at its expense and with counsel of its choice reasonably satisfactory to the indemnified party the defense against such claim in its own name, or, if necessary, in the name of the indemnified party. Upon In the event that the indemnifying party shall fail to give such notificationnotice, the Indemnifying Party it shall assume be deemed to have elected not to conduct the defense of the subject claim, and in such Proceeding brought by a third party, and, after such assumption, event the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified Party indemnified party shall have the right to retain its own counsel (including local counsel)conduct such defense and to compromise and settle the claim without prior consent of the indemnifying party, but and the fees indemnifying party will remain responsible for all indemnifiable damages suffered by the indemnified party relating to the subject claim. In the event that the indemnifying party does elect to conduct the defense of the subject claim, the indemnified party will cooperate with and expenses of make available to the indemnifying party such counsel shall assistance and materials as may be reasonably requested by it, all at the expense of such Indemnified Party unless (i) the Indemnifying Party indemnifying party, and the indemnified party shall have failed the right at its expense to promptly assume and thereafter conduct such participate in the defense, (ii) provided that the Indemnifying Party and the Indemnified Party indemnified party shall have mutually agreed the right to compromise and settle the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except claim only with the prior written consent of the Indemnified Party, indemnifying party (such consent not to be unreasonably withheld). The indemnifying party will not consent to the entry of any judgment with respect to a subject claim or enter into any settlement that with respect thereto, which does not include as an unconditional term thereof a provision whereby the giving by plaintiff or claimant releases the claimant or plaintiff to such Indemnified Party of a release indemnified party from all liability with respect thereto, or, in respect cases involving equitable relief, puts the indemnified party in the same position as it was prior to the initiation of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected the claim without its the prior written consent of the indemnified party (which shall such consent not to be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred withheld so long as such indemnified party shall have provided settlement involves the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches payment of fiduciary duty if permitted abovemoney damages).

Indemnification Procedures for Third Party Claims. If a i) Promptly after notice to an indemnified party of any claim or the commencement of any action or proceeding, including any actions or proceedings by a third party (including claims hereafter referred to as "Proceeding" or "Proceedings"), involving any Damage referred to in this Section, such indemnified party shall, if a claim for breaches of fiduciary duties) indemnification in respect thereof is to be made against an Indemnified Party indemnifying party pursuant to this Section, give written notice to the indemnifying party, setting forth in reasonable detail the nature thereof and the basis upon which such Indemnified Party intends party seeks indemnification hereunder; provided, however, that the failure of any indemnified party to seek indemnity with respect thereto from give such notice shall not relieve the Company (in indemnifying party of its obligations hereunder, except to the extent that the indemnifying party is actually prejudiced by the failure to give such notice. ii) In the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced by a third party against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notificationan indemnified party, the Indemnifying Party shall indemnifying party shall, upon notice as provided above, assume the defense of such Proceeding brought by a third thereof, with counsel reasonably satisfactory to the indemnified party, and, after such assumptionnotice from the indemnifying party to the indemnified party of its assumption of the defense thereof, the Indemnified Party indemnifying party shall not be entitled liable to reimbursement of such indemnified party for any legal or other expenses thereafter subsequently incurred by it the indemnified party in connection with the defense thereof (but the indemnified party shall have the right, but not the obligation, to participate at its own cost and expense in such defense by counsel of its own choice) or for any amounts paid or foregone by the indemnified party as a result of any settlement or compromise thereof that is effected by the indemnified party (without the written consent of the indemnifying party). iii) Anything in this Section 15 notwithstanding, if both the indemnifying party and the indemnified party are named as parties or subject to such Proceeding and either party determines with advice of counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the other party or that a material conflict of interest between such parties may exist in respect of such Proceeding, except as described belowthen the indemnifying party may decline to assume the defense on behalf of the indemnified party or the indemnified party may retain the defense on its own behalf, and, in either such case, after notice to such effect is duly given hereunder to the other party, the indemnifying party shall be relieved of its obligation to assume the defense on behalf of the indemnified party, but shall be required to pay any legal or other expenses including, without limitation, reasonable attorneys' fees and disbursements, incurred by the indemnified party in such defense. In iv) If the indemnifying party assumes the defense of any such Proceeding, any Indemnified Party the indemnified party shall have cooperate fully with the right to retain its own counsel (including local counsel)indemnifying party and shall appear and give testimony, but produce documents and other tangible evidence, and otherwise assist the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct indemnifying party in conducting such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-indemnifying party claim, shall, except with without the consent of the Indemnified Partyindemnified party, consent to entry of any judgment or enter into any settlement that or compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party indemnified party of a release from all liability in respect of such claimclaim or Proceeding. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall not be unreasonably withheldProvided that proper notice is duly given, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party shall fail promptly and diligently to assume the defense thereof, then the indemnified party may respond to, contest and defend against such Proceeding and may make in good faith any compromise or settlement with a written undertaking to reimburse respect thereto, and recover from the indemnifying party for the entire cost and expense thereof including, without limitation, reasonable attorneys' fees and disbursements and all amounts so advanced if it paid or foregone as a result of such Proceeding, or the settlement or compromise thereof. The indemnification required hereunder shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills or invoices are received or loss, liability, obligation, damage or expense is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)actually suffered or incurred.

Indemnification Procedures for Third Party Claims. If a In the event that subsequent to the Closing Date any claim is asserted by a third party (including claims for breaches of fiduciary duties) against a party hereto as to which such party is made against an Indemnified Party and such Indemnified Party intends entitled to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”)indemnification hereunder, such Indemnified Party party (the "indemnified party") shall give notice in writing as promptly as reasonably practicable possible notify the party obligated to indemnify it (the "indemnifying party") thereof in writing. No delay on the part of the indemnified party to notify the indemnifying party of a claim shall relieve any obligation of the indemnifying party to indemnify the indemnified party with respect to such Indemnifying Party claim unless (and then solely to the extent) the indemnifying party is prejudiced in its ability to defend against the subject claim by the delay in such notification. The indemnifying party shall have the right, upon written notice to the indemnified party within ten (10) days after receipt from the indemnified party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of this Article VI, so long as such failure shall not have materially prejudiced the position notice of such Indemnifying Partyclaim, to conduct at its expense and with counsel of its choice reasonably satisfactory to the indemnified party the defense against such claim in its own name, or, if necessary, in the name of the indemnified party. Upon In the event that the indemnifying party shall fail to give such notificationnotice, the Indemnifying Party it shall assume be deemed to have elected not to conduct the defense of the subject claim, and in such Proceeding brought by a third party, and, after such assumption, event the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described below. In any such Proceeding, any Indemnified Party indemnified party shall have the right to retain its own counsel (including local counsel)conduct such defense and to compromise and settle the claim without prior consent of the indemnifying party, but and the fees indemnifying party will remain responsible for all indemnifiable damages suffered by the indemnified party relating to the subject claim. In the event that the indemnifying party does elect to conduct the defense of the subject claim, the indemnified party will cooperate with and expenses of make available to the indemnifying party such counsel shall assistance and materials as may be reasonably requested by it, all at the expense of such Indemnified Party unless (i) the Indemnifying Party indemnifying party, and the indemnified party shall have failed the right at its expense to promptly assume and thereafter conduct such participate in the defense, (ii) provided that the Indemnifying Party and the Indemnified Party indemnified party shall have mutually agreed the right to compromise and settle the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except claim only with the prior written consent of the Indemnified Party, indemnifying party (such consent not to be unreasonably withheld). The indemnifying party will not consent to the entry of any judgment with respect to a subject claim or enter into any settlement that with respect thereto which does not include as an unconditional term thereof a provision whereby the giving by plaintiff or claimant releases the claimant or plaintiff to such Indemnified Party of a release indemnified party from all liability with respect thereto or in respect cases involving equitable relief, puts the indemnified party in the same position as it was prior to the initiation of such the claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected , without its the prior written consent of the indemnified party (which shall such consent not to be unreasonably withheld, delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred withheld so long as such indemnified party shall have provided settlement or judgment only involves the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches payment of fiduciary duty if permitted abovemoney damages).

Indemnification Procedures for Third Party Claims. If The following procedures shall apply to any Third Party Claim for which an OSI Party or a claim by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the PurchaserSerono Party, as the case may be, in such capacity, an “Indemnifying be (the "Indemnified Party”"), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure entitled to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of indemnification under this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, the Indemnifying X. To be eligible to be indemnified for a Third Party shall assume the defense of such Proceeding brought by a third party, and, after such assumptionClaim, the Indemnified Party shall (i) provide the party required to indemnify the Indemnified Party (the "Indemnifying Party") with prompt written notice of the Third Party Claim giving rise to the indemnification obligation under this Article X, which notice shall include a reasonable identification of the alleged facts giving rise to such Third Party Claim; provided, however, that the failure to provide prompt notice shall not be entitled to reimbursement relieve the Indemnifying Party of any expenses thereafter incurred by it of its obligations under this Article X except to the extent the Indemnifying Party is actually prejudiced thereby; (ii) provide the Indemnifying Party with the exclusive ability to defend (with the reasonable cooperation of the Indemnified Party) against the Third Party Claim; and (iii) not settle, admit (unless legally required to do so) or materially prejudice the Third Party Claim without the Indemnifying Party's prior written consent. The Indemnified Party shall reasonably cooperate with the Indemnifying Party, at the Indemnifying Party's expense, in connection with such Proceedingthe defense of any Third Party Claim. Notwithstanding the foregoing, except as described below. In any such Proceeding, any the Indemnified Party shall have the right to retain its own participate and have counsel (including local counsel)selected by it participate, but at ---------------- -45- the fees and expenses of such counsel shall be at Indemnified Party's expense, in any action for which the expense of such Indemnified Party unless (i) seeks to be indemnified by the Indemnifying Party. The Indemnifying Party shall have failed to promptly assume and thereafter conduct such defensenot settle or compromise, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed or consent to the contraryentry of any judgment with respect to, (iii) in any Third Party Claim, without the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the prior written consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall will not be unreasonably withheldwithheld or delayed; provided, delayed or conditioned by such Indemnifying Party)however, but if settled with such consent or if there be final judgment for the plaintiff, that the Indemnifying Party shall indemnify may settle or compromise any Third Party Claim if the settlement or compromise provides for an unconditional release of the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)Party.

Indemnification Procedures for Third Party Claims. If a claim by a third party (including claims for breaches of fiduciary duties) is made against a Person entitled to indemnification under this Article VIII (an “Indemnified Party Party”) and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “any Indemnifying Party”), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to each such Indemnifying Party of any Proceeding action commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such Indemnifying an Indemnified Party shall not relieve such Indemnifying Party from any liability that it may have otherwise than on account of this Article VI, indemnity agreement so long as such failure shall not have materially prejudiced the position of such the Indemnifying Party. Upon such notification, the Indemnifying Party shall assume the defense of such Proceeding action brought by a third party, and, and after such assumption, the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, action except as described below. In any such Proceedingaction, any Indemnified Party shall have the right to retain its own counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter vigorously conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, contrary or (iii) the named parties in the reasonable determination of counsel for the Indemnified Party, representation of any such Indemnified Party by counsel obtained by action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing or conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceedingthem. No Indemnifying Party, in the defense of a third-third party claim, claim shall, except with the consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding proceeding effected without its written consent (which shall not be unreasonably withheld, withheld or delayed or conditioned by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any Loss loss, damage or liability by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above).

Indemnification Procedures for Third Party Claims. If a any claim or assertion of liability is made or asserted by a third party against a Party indemnified pursuant to this Agreement (including claims for breaches of fiduciary dutiesthe “Indemnified Party”) is made against an which might give rise to a right to indemnification under this Agreement, the Indemnified Party and such Indemnified shall with reasonable promptness give to each other Party intends with a potential indemnification obligation pursuant to seek indemnity with respect thereto from this Agreement (the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the Purchaser, as the case may be, in such capacity, an “Indemnifying Party”), such Indemnified Party shall give ) written notice describing the claim or assertion of liability in writing as promptly as reasonably practicable to such reasonable detail and requesting that the Indemnifying Party defend the same, provided that any delay or failure of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure to so notify such the Indemnifying Party to notify shall not relieve such Indemnifying Party it from any liability that which it may have on account to the Indemnified Party except to the extent of this Article VIany prejudice resulting directly from such delay or failure. The Indemnifying Party shall, so long as such failure shall not have materially prejudiced at the position of such Indemnifying Party. Upon such notification’s expense, the Indemnifying Party shall assume the defense of such Proceeding brought by a third party, and, after such assumption, claim with counsel reasonably satisfactory to the Indemnified Party shall not be entitled to reimbursement of any expenses thereafter incurred by it in connection with such Proceeding, except as described belowParty. In any such Proceeding, any The Indemnified Party shall have the right to retain its own employ separate counsel (including local counsel)in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such the Indemnified Party unless (i) the Indemnifying Party shall have failed to promptly assume and thereafter conduct such defense, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the contrary, (iii) in the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained employment thereof has been specifically authorized by the Indemnifying Party would be inappropriate due in writing, the Indemnifying Party has failed to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in assume the defense of such claim or there is a third-party claim, shall, except with conflict of interest which could prevent the consent of Indemnifying Party’s counsel from being able to adequately represent the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for permitted to enter into any settlement or compromise with respect to such claim unless the Indemnified Party shall have been notified in writing of any Proceeding effected without its written the proposed settlement or compromise and either: the Indemnified Party shall have consented in writing thereto, which consent (which shall not be unreasonably withheldconditioned, delayed or conditioned withheld; or the proposed settlement or compromise shall only involve a payment of money by such Indemnifying Party), but if settled with such consent or if there be final judgment for the plaintiff, the Indemnifying Party shall indemnify and the Indemnifying Party obtains a general release of the Indemnified Party from and against any Loss by reason of such settlement the entity or judgmentperson making the claim. The Indemnifying Party parties hereto will advance expenses keep each other reasonably informed with respect to an Indemnified Party as reasonably incurred so long as any such indemnified party claim and will cooperate with each other in the defense of any such claim and the relevant records of each shall have provided be available to the indemnifying party other with a written undertaking respect to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)such defense.

Indemnification Procedures for Third Party Claims. If The following procedures shall apply to any Third Party Claim for which an OSI Party or a claim by a third party (including claims for breaches of fiduciary duties) is made against an Indemnified Party and such Indemnified Party intends to seek indemnity with respect thereto from the Company (in the case of a Purchaser Indemnified Party seeking such indemnity) or the Purchaser (in the case of a Company Indemnified Party seeking indemnity) (each of the Company or the PurchaserSerono Party, as the case may be, in such capacity, an “Indemnifying be (the "Indemnified Party”"), such Indemnified Party shall give notice in writing as promptly as reasonably practicable to such Indemnifying Party of any Proceeding commenced against or by it in respect of which indemnity may be sought hereunder, but failure entitled to so notify such Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may have on account of indemnification under this Article VI, so long as such failure shall not have materially prejudiced the position of such Indemnifying Party. Upon such notification, the Indemnifying X. To be eligible to be indemnified for a Third Party shall assume the defense of such Proceeding brought by a third party, and, after such assumptionClaim, the Indemnified Party shall (i) provide the party required to indemnify the Indemnified Party (the "Indemnifying Party") with prompt written notice of the Third Party Claim giving rise to the indemnification obligation under this Article X, which notice shall include a reasonable identification of the alleged facts giving rise to such Third Party Claim; provided, however, that the failure to provide prompt notice shall not be entitled to reimbursement relieve the Indemnifying Party of any expenses thereafter incurred by it of its obligations under this Article X except to the extent the Indemnifying Party is actually prejudiced thereby; (ii) provide the Indemnifying Party with the exclusive ability to defend (with the reasonable cooperation of the Indemnified Party) against the Third Party Claim; and (iii) not settle, admit (unless legally required to do so) or materially prejudice the Third Party Claim without the Indemnifying Party's prior written consent. The Indemnified Party shall reasonably cooperate with the Indemnifying Party, at the Indemnifying Party's expense, in connection with such Proceedingthe defense of any Third Party Claim. Notwithstanding the foregoing, except as described below. In any such Proceeding, any the Indemnified Party shall have the right to retain its own participate and have counsel (including local counsel)selected by it participate, but at ---------------- **This portion has been redacted pursuant to a confidential treatment request. the fees and expenses of such counsel shall be at Indemnified Party's expense, in any action for which the expense of such Indemnified Party unless (i) seeks to be indemnified by the Indemnifying Party. The Indemnifying Party shall have failed to promptly assume and thereafter conduct such defensenot settle or compromise, (ii) the Indemnifying Party and the Indemnified Party shall have mutually agreed or consent to the contraryentry of any judgment with respect to, (iii) in any Third Party Claim, without the reasonable determination of counsel for the Indemnified Party, representation of such Indemnified Party by counsel obtained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of a third-party claim, shall, except with the prior written consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim. The Indemnifying Party shall not be liable for any settlement of any Proceeding effected without its written consent (which shall will not be unreasonably withheldwithheld or delayed; provided, delayed or conditioned by such Indemnifying Party)however, but if settled with such consent or if there be final judgment for the plaintiff, that the Indemnifying Party shall indemnify may settle or compromise any Third Party Claim if the settlement or compromise provides for an unconditional release of the Indemnified Party from and against any Loss by reason of such settlement or judgment. The Indemnifying Party will advance expenses to an Indemnified Party as reasonably incurred so long as such indemnified party shall have provided the indemnifying party with a written undertaking to reimburse the indemnifying party for all amounts so advanced if it is ultimately determined that the indemnified party is not entitled to indemnification hereunder (which shall include breaches of fiduciary duty if permitted above)Party.