Common use of Matters Involving Third Parties Clause in Contracts

Matters Involving Third Parties. (a) If any third party shall notify any indemnified party with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying party under this Section 7, then the indemnified party shall promptly notify each indemnifying party thereof in writing. (b) Any indemnifying party will have the right to defend the indemnified party against the Third Party Claim so long as: (i) the indemnifying party notifies the indemnified party in writing within 20 days after the indemnified party has given notice of the Third Party Claim that the indemnifying party will indemnify the indemnified party from and against the entirety of any Damages the indemnified party may suffer resulting from or caused by the Third Party Claim; (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified party; and (iii) the indemnifying party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (c) So long as the indemnifying party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b) above, (i) the indemnified party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and (ii) the indemnified party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent shall not to be unreasonably withheld or delayed. Each indemnified party shall, and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully with the indemnifying party in the defense of such Third Party Claim being defended by the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c) above are or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instance, (i) the indemnified party will have the right to defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate, subject to the prior written consent of the indemnifying party, which consent shall not to be unreasonably withheld or delayed and (ii) the indemnifying parties will reimburse the indemnified party for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses).

Matters Involving Third Parties. (a) If any third party shall notify any indemnified party Party (the “Indemnified Party”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any indemnifying party under this Section 7by the another Party (the “Indemnifying Party”), then the indemnified party Indemnified Party shall promptly notify each indemnifying party Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (b) Any indemnifying party Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 fifteen (15) days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against the entirety of any Damages the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiE) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b) above, 10.4(b): (iA) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (iiB) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (C) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions condition in Section 7.5(b10.4(b) and 7.5(c) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Parties will reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses)., and (C) the Indemnifying Parties will remain responsible for any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article X.

Matters Involving Third Parties. (ai) If any third party shall notify any indemnified party Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying party other Party (the "Indemnifying Party") under this Section 7§8, then the indemnified party Indemnified Party shall promptly notify each indemnifying party Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (bii) Any indemnifying party Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 15 days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against the entirety of any Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiE) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (ciii) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b§8(d)(ii) above, (iA) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (iiB) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (C) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (div) In the event any of the conditions in Section 7.5(b) and 7.5(c§8(d)(ii) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Parties will reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this §8.

Matters Involving Third Parties. (ai) If any third party shall notify any indemnified party entitled to indemnification hereunder (the "INDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against any indemnifying party other Party (the "INDEMNIFYING PARTY") under this Section 78, then the indemnified party Indemnified Party shall promptly notify each indemnifying party Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially prejudiced. (bii) Any indemnifying party Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 15 days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against the entirety of any Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice materially adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, (E) the named parties to the Third Party Claim do not include both the Indemnified Party and the Indemnifying Party, and (iiiF) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (ciii) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b8(d)(ii) above, (iA) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (iiB) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (C) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (div) In the event any of the conditions in Section 7.5(b) and 7.5(c8(d)(ii) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Parties will reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (a) If any third Person not a party shall notify to this Agreement (including, without limitation, any indemnified Governmental Authority) notifies any party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying other party under this Section 7(the "Indemnifying Party"), then the indemnified party shall promptly Indemnified Party will notify each indemnifying party Indemnifying Party thereof in writingwriting within 15 days after receiving such notice. No delay on the part of the Indemnified Party in notifying any Indemnifying Party will relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (b) Any indemnifying party Indemnifying Party will have the right right, at its sole cost and expense, to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice satisfactory to the Indemnified Party so long as: as (i) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 10 days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against the entirety of any Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to or caused by the Third Party Claim; , (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice materially adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiv) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes Indemnifying Party does not assume control of the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense or settlement of any Third Party Claim in accordance with this Section 7.5(b)the manner described above, it will be bound by the indemnifying party shall be authorized to consent to a settlement of, or results obtained by the entry of any judgment arising from, any such Third Indemnified Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such the Third Party Claim. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b7.3(b) above, (i) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (ii) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (iii) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c7.3(b) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (i) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (ii) the indemnifying parties Indemnifying Parties will reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to or caused by the Third Party Claim to the fullest extent provided in this Section 7.

Matters Involving Third Parties. (ai) If any third party shall notify any indemnified party Party (the “Indemnified Party”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any indemnifying party other Party (the “Indemnifying Party”) under this Section 7Article VIII, then the indemnified party Indemnified Party shall promptly notify each indemnifying party Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (bii) Any indemnifying party Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice satisfactory to the Indemnified Party so long as: as (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 ten (10) days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against the entirety of any Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiE) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (ciii) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b8.4(ii) abovehereof, (iA) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (iiB) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent shall not to be unreasonably withheld or delayed. Each indemnified party shallIndemnifying Party, and shall cause each (C) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by prior written consent of the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trialIndemnified Party. (div) In the event any of the conditions in Section 7.5(b8.4(ii) and 7.5(c) above are hereof is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Parties will reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIII.

Matters Involving Third Parties. (ai) If any third party shall notify any indemnified party Party (the “Indemnified Party”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any indemnifying party the other Party (the “Indemnifying Party”) under this Section 7§8, then the indemnified party Indemnified Party shall promptly notify each indemnifying party the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (bii) Any indemnifying party The Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 15 days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against any Adverse Consequences the entirety of any Damages the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiE) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (ciii) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b§8(d)(ii) above, (iA) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (iiB) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent shall not to be unreasonably withheld or delayed. Each indemnified party shallIndemnifying Party, and shall cause each (C) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by prior written consent of the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trialIndemnified Party. (div) In the event any of the conditions in Section 7.5(b) and 7.5(c§8(d)(ii) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, subject to or obtain any consent from, the prior written consent of the indemnifying partyIndemnifying Party in connection therewith), which consent shall not to be unreasonably withheld or delayed and (iiB) the indemnifying parties Indemnifying Party will reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' attorney’s fees and expenses), and (C) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this §8.

Matters Involving Third Parties. (a) If any third party shall notify any indemnified party with respect to the Practice or Retail Business Manager receives notice or acquires knowledge of any matter (a "Third Party Claim") which may give rise to a claim by another person and which may then result in a claim for indemnification against any indemnifying party under this Section 7Retail Business Management Agreement, then then: (i) if such notice or knowledge is received or acquired by the indemnified party Practice, the Practice shall promptly notify each indemnifying party thereof Retail Business Manager; and (ii) if such notice or knowledge is received or acquired by Retail Business Manager, the Retail Business Manager shall promptly notify the Practice; except that no delay in writinggiving such notice shall diminish any obligation under this Retail Business Management Agreement to provide indemnification unless (and then solely to the extent) the Party from whom such indemnification is sought is prejudiced. (b) Any indemnifying party will Party from whom such indemnification (the “Indemnifying Party”) is sought shall have the right to defend the indemnified party Party seeking such indemnification (the “Indemnified Party”) against such claim by another person (the “Third Party Claim Claim”) with counsel of the Indemnifying Party’s choice reasonably satisfactory to the Indemnified Party so long as: (i) the indemnifying party notifies the indemnified party in writing within 20 fifteen (15) days after the indemnified party Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against all adverse consequences the entirety of any Damages the indemnified party Indemnified Party may suffer caused by, resulting from from, arising out of or caused by the relating to such Third Party Claim; (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory to the Indemnified Party that the Indemnifying Party has the financial resources necessary to defend against the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified partyfulfill its indemnification obligations; and (iii) the indemnifying party Third Party Claim seeks money damages; (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than an optometric malpractice claim) is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party; and (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b) above, 7.4(b): (i) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim; (ii) the indemnified party will Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent Indemnifying Party; and (iii) the Indemnifying Party shall not consent to be unreasonably withheld the entry of any judgment or delayed. Each indemnified party shall, and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by prior consent of the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trialIndemnified Party. (d) In the event If any of the conditions specified in Section 7.5(b7.4(b) and 7.5(c) above are or become unsatisfied or the indemnifying party does is not assume the defense of such Third Party Claim in the first instancesatisfied, however; (i) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateadvisable (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith); (ii) the indemnifying parties will Indemnifying Party shall reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ and accountants’ fees and expenses); and (iii) the Indemnifying Party shall remain responsible for any adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of or relating to such Third Party Claim to the fullest extent provided in this Agreement.

Matters Involving Third Parties. (a) If any third party shall notify any indemnified party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a right to claim for indemnification against any indemnifying other party (the "Indemnifying Party") under this Section 7SECTION 8.2 or SECTION 8.3, then the indemnified party Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify each indemnifying party the Indemnifying Party thereof in writing. writing (bthe "Claim Notice"); provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) Any indemnifying party the Indemnifying Party is adversely affected in its ability to defend against such Claim or is otherwise prejudiced thereby. The Indemnifying Party will have the right to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing (within twenty (20) days after the Indemnified Party has given the Claim Notice) that the Indemnifying Party will fulfill its indemnification obligations hereunder and provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend the indemnified party against the Third Party Claim so long as: (i) the indemnifying party notifies the indemnified party in writing within 20 days after the indemnified party has given notice of the Third Party Claim that the indemnifying party will indemnify the indemnified party from and against the entirety of any Damages the indemnified party may suffer resulting from or caused by the Third Party Claim; fulfill its indemnification obligations hereunder, (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified party; relief, and (iii) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b) abovethis SECTION 8.4, (i) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (ii) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (iii) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party, except in the cases involving only money damages which are not likely to Section 7.5(b), including providing full access establish a precedential custom or practice adverse to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by continuing business interests of the indemnifying party for investigations, depositions and trial. (d) Indemnified Party. In the event any of the conditions in Section 7.5(b) and 7.5(c) above are this SECTION 8.4 is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (i) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate, subject to only with consent from the prior written consent of the indemnifying party, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed and withheld), (ii) the indemnifying parties Indemnifying Party will reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expensesexpenses if the Indemnified Party delivers an undertaking to repay if not ultimately entitled to indemnification), and (iii) the Indemnifying Parties will remain responsible, subject to the terms and limitations set forth in this ARTICLE VIII, for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Agreement.

Matters Involving Third Parties. (a) If any third party shall notify any indemnified party Acquiree Indemnified Parties (the “Indemnified Party”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any indemnifying party the Acquiror Principal Shareholder (the “Indemnifying Party”) under this Section 7Article XII, then the indemnified party Indemnified Party shall promptly notify each indemnifying party Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (b) Any indemnifying party Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 fifteen (15) days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against the entirety of any Damages the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiE) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b12.3(b) above, (iA) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (iiB) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (C) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions condition in Section 7.5(b) and 7.5(c12.3(b) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Parties will reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (ai) If any third party shall notify any indemnified party Party (the “Indemnified Party”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any indemnifying party other Party (the “Indemnifying Party”) under this Section 711, then the indemnified party Indemnified Party shall promptly notify each indemnifying party Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (bii) Any indemnifying party Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 10 days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against the entirety of any Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice adverse effect on to the indemnified party; continuing business interests of the Indemnified Party and (iiiE) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (ciii) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b11(c)(ii) above, (iA) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (iiB) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent shall Indemnifying Party (not to be unreasonably withheld unreasonably) and (C) the Indemnifying Party will not consent to the entry of any judgment or delayed. Each indemnified party shall, and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (div) In the event any of the conditions in Section 7.5(b) and 7.5(c11(c)(ii) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Parties will reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 11. (v) Principal hereby indemnifies the Company against any and all claims that may be filed by Principal or any other current or former officer, director or employee of the Company by reason of the fact that such person was a director, officer, employee, or agent of the Company or was serving the Company at the request of Principal or the Company as a partner, trustee, director, officer, employee, or agent of another entity, whether such claim is for accrued salary, compensation, indemnification, judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to any statute, charter document, bylaw, agreement, or otherwise) with respect to any action, suit, proceeding, complaint, claim, or demand brought against the Company (whether such action, suit, proceeding, complaint, claim, or demand is pursuant to an agreement, applicable law, or otherwise).

Matters Involving Third Parties. (a) If any third party shall notify any indemnified party with respect to the Practice or Professional Business Manager receives notice or acquires knowledge of any matter (a "Third Party Claim") which may give rise to a claim by another person and which may then result in a claim for indemnification against any indemnifying party under this Section 7Professional Business Management Agreement, then then: (i) if such notice or knowledge is received or acquired by the indemnified party Practice, the Practice shall promptly notify each indemnifying party thereof Professional Business Manager; and (ii) if such notice or knowledge is received or acquired by Professional Business Manager, the Professional Business Manager shall promptly notify the Practice; except that no delay in writinggiving such notice shall diminish any obligation under this Professional Business Management Agreement to provide indemnification unless (and then solely to the extent) the Party from whom such indemnification is sought is prejudiced. (b) Any indemnifying party will Party from whom such indemnification (the “Indemnifying Party”) is sought shall have the right to defend the indemnified party Party seeking such indemnification (the “Indemnified Party”) against such claim by another person (the “Third Party Claim Claim”) with counsel of the Indemnifying Party’s choice reasonably satisfactory to the Indemnified Party so long as: (i) the indemnifying party notifies the indemnified party in writing within 20 fifteen (15) days after the indemnified party Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against all adverse consequences the entirety of any Damages the indemnified party Indemnified Party may suffer caused by, resulting from from, arising out of or caused by the relating to such Third Party Claim; (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory to the Indemnified Party that the Indemnifying Party has the financial resources necessary to defend against the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified partyfulfill its indemnification obligations; and (iii) the indemnifying party Third Party Claim seeks money damages; (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than an optometric malpractice claim) is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party; and (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b) above, 7.4(b): (i) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim; (ii) the indemnified party will Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent Indemnifying Party; and (iii) the Indemnifying Party shall not consent to be unreasonably withheld the entry of any judgment or delayed. Each indemnified party shall, and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by prior consent of the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trialIndemnified Party. (d) In the event If any of the conditions specified in Section 7.5(b7.4(b) and 7.5(c) above are or become unsatisfied or the indemnifying party does is not assume the defense of such Third Party Claim in the first instancesatisfied, however; (i) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateadvisable (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith); (ii) the indemnifying parties will Indemnifying Party shall reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ and accountants’ fees and expenses); and (iii) the Indemnifying Party shall remain responsible for any adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of or relating to such Third Party Claim to the fullest extent provided in this Professional Business Management Agreement.

Matters Involving Third Parties. (a) If any third party shall notify any indemnified party Acquiree Indemnified Parties (the “Indemnified Party”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any indemnifying party Acquiror Principal Shareholder (the “Indemnifying Party”) under this Section 7Article XII, then the indemnified party Indemnified Party shall promptly notify each indemnifying party Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (b) Any indemnifying party Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 fifteen (15) days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against the entirety of any Damages the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiE) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b12.3(b) above, (iA) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (iiB) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (C) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions condition in Section 7.5(b) and 7.5(c12.3(b) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Parties will reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (a) If any third party shall notify any indemnified party Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying party other Party (the "Indemnifying Party") under this Section 7Paragraph 8, then the indemnified party Indemnified Party shall promptly notify each indemnifying party Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (b) Any indemnifying party Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: (i) as the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 fifteen (15) days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against the entirety of any Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder; the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief; settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice materially adverse effect on to the indemnified partycontinuing business interests of the Indemnified Party; and (iii) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(bParagraph 8.4(b) above, : (i1) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim; (ii2) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent shall Indemnifying Party (not to be unreasonably withheld unreasonably); and (3) the Indemnifying Party will not consent to the entry of any judgment or delayed. Each indemnified party shall, and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions in Section 7.5(b) and 7.5(cParagraph 8.4(b) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however: (i1) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith); (ii2) the indemnifying parties Indemnifying Parties will reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses); and (3) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Paragraph 8.

Matters Involving Third Parties. (ai) If any third party shall notify any indemnified party Party (the “Indemnified Party”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any indemnifying party other Party (the “Indemnifying Party”) under this Section 712, then the indemnified party Indemnified Party shall promptly notify each indemnifying party Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (bii) Any indemnifying party Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 10 days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against the entirety of any Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiE) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (ciii) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b12(d)(ii) above, (iA) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (iiB) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (C) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (div) In the event any of the conditions in Section 7.5(b) and 7.5(c12(d)(ii) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Parties will reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 12.

Matters Involving Third Parties. (ai) If any third party shall notify any indemnified party Party (the “Indemnified Party”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any indemnifying party other Party (the “Indemnifying Party”) under this Section 78, then the indemnified party Indemnified Party shall promptly notify each indemnifying party Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (bii) Any indemnifying party Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 15 days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against the entirety of any Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice materially adverse effect on to the indemnified party; continuing business interests or the reputation of the Indemnified Party, and (iiiE) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (ciii) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b8(d)(ii) above, (iA) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (iiB) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (C) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (div) In the event any of the conditions in Section 7.5(b) and 7.5(c8(d)(ii) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Parties will reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (a) If any third party shall notify any indemnified party (the “Indemnified Party”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any indemnifying party other Party (the “Indemnifying Party”) under this Section 7Article 6, then the indemnified party Indemnified Party shall promptly notify each indemnifying party Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced by such delay. (b) Any indemnifying party Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 15 days after the indemnified party Indemnified Party has given written notice of the Third Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against any Adverse Consequences the entirety of any Damages the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice materially adverse effect on to the indemnified party; continuing business interests of the Indemnified Party (it being understood that any Third Party Claim involving a person or entity which is a customer or supplier of the Buyer following the Closing, will be deemed to involve the possibility of such a precedential custom or practice), and (iiiE) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b6.5(b) above, (iA) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (iiB) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (C) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c6.5(b) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Parties will reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article 6.

Matters Involving Third Parties. (a) If any third Third party shall notify any indemnified party Party (the "Indemnified Party") with respect to any matter (a "Third Party party Claim") which may give rise to a claim for indemnification against any indemnifying party under this Section 7other Party (the "Indemnifying Party"), then the indemnified party Indemnified Party shall promptly notify each indemnifying party Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (b) Any indemnifying party Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party Claim so long as: as (i) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 fifteen (15) days after the indemnified party Indemnified Party has given notice of the Third Party party Claim that the indemnifying Indemnifying Party will assume the defense of such Third party will indemnify the indemnified party from and against the entirety of any Damages the indemnified party may suffer resulting from or caused by the Third Party Claim; , (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party party Claim and fulfill its indemnification obligations, (iii) the Third party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (iv) settlement of, or an adverse judgment with respect to, the Third party Claim is not, in the good faith judgment of the Indemnifying Party, likely to have establish a material precedential custom or practice adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiv) the indemnifying party Indemnifying Party conducts the defense of the Third Party party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third party Claim, the Indemnified Party Claim in accordance with Section 7.5(b) above, (i) the indemnified party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and (ii) the indemnified party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent shall not to be unreasonably withheld or delayed. Each indemnified party shall, and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully with the indemnifying party in the defense of such Third Party Claim being defended by the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trialClaim. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c) above are or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instance, (i) the indemnified party will have the right to defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate, subject to the prior written consent of the indemnifying party, which consent shall not to be unreasonably withheld or delayed and (ii) the indemnifying parties will reimburse the indemnified party for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses).

Matters Involving Third Parties. (ai) If any third party shall notify any indemnified party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying other party (the "Indemnifying Party") under this Section 7Article VIII, then the indemnified party Indemnified Party shall promptly notify each indemnifying party Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (bii) Any indemnifying party Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 15 days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against the entirety of any Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice materially adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiE) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (ciii) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b8.3(ii) above, (iA) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (iiB) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (C) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (div) In the event any of the conditions in Section 7.5(b) and 7.5(cArticle 8.3(ii) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Parties will reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIII.

Matters Involving Third Parties. (a) If any third party shall notify any indemnified party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against any indemnifying the other party (the "Indemnifying Party") under this Section 7Article 6.00, then the indemnified party Indemnified Party shall promptly notify each indemnifying party (which the Indemnified Party will endeavor to provide, by the sooner to occur of (i) fifteen (15) business days after receipt of notice by it or (ii) five (5) days prior to the date a responsive pleading is due) the Indemnifying Party thereof in writing. ; Provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) that the Indemnifying Party thereby is prejudiced; (b) Any indemnifying party will The Indemnifying Party shall have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: as (i) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 fifteen (15) days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party will Indemnifying Party shall indemnify the indemnified party Indemnified Party from and against the entirety of any Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek by way of a motion an injunction or other equitable relief that relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice materially adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiv) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(bparagraph 6.04(b) above, (i) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (ii) the indemnified party will Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying partyIndemnifying Party, which consent and (iii) the Indemnifying Party shall not consent to be unreasonably withheld the entry of any judgment or delayed. Each indemnified party shall, and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by prior written consent of the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. Indemnified Party; (d) In the event If any of the conditions in Section 7.5(b) and 7.5(cparagraph 6.04(b) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (i) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, subject to or obtain any consent from, the prior written consent of the indemnifying partyIndemnifying Party in connection therewith), which consent shall not to be unreasonably withheld or delayed and (ii) the indemnifying parties will Indemnifying Party shall reimburse the indemnified party Indemnified Party promptly and periodically (but no more frequently that monthly) for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party shall remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article 6.00.

Matters Involving Third Parties. (ai) If any third party shall notify any indemnified party Party (the “Indemnified Party”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any indemnifying party other Party (the “Indemnifying Party”) under this Section 78, then the indemnified party Indemnified Party shall promptly notify each indemnifying party Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (bii) Any indemnifying party Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 thirty (30) days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against any Losses to the entirety extent arising out of any Damages the indemnified party may suffer or resulting from or caused by the Third Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party (including the provision of a performance bond) that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (D) the settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiE) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (ciii) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b8(d)(ii) above, (iA) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (iiB) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (C) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (div) In the event any of the conditions in Section 7.5(b) and 7.5(c8(d)(ii) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Parties will reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (C) the Indemnifying Parties will remain responsible to indemnify the Indemnified Party for any Losses to the extent arising out of or resulting from the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (ai) If any third party shall notify any indemnified party Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying party other Party (the "Indemnifying Party") under this Section 7section 9, then the indemnified party Indemnified Party shall promptly notify each indemnifying party Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless and then solely to the extent the Indemnifying Party thereby is prejudiced. (bii) Any indemnifying party Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 15 days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against the entirety of any Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with reasonable evidence that the Indemnifying Party will have the financial resources to defend against the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified party; fulfill its indemnification obligations hereunder, and (iiiC) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (ciii) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b) abovesection 9(d)(ii), (iA) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (iiB) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying partyIndemnifying Party, which consent shall not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably, and shall cause each (C) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party, not to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trialbe withheld unreasonably. (div) In the event any of the conditions in Section 7.5(bsection 9(d)(ii) and 7.5(c) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Parties will reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this section 9.

Matters Involving Third Parties. (a) If any third party shall notify any indemnified party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying other party (the "Indemnifying Party") under this Section 7Article 8, then the indemnified party Indemnified Party shall promptly notify each indemnifying party Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (b) Any indemnifying party Indemnifying Party will have the right obligation to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice so long as: as (i) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 15 days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against the entirety of any Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified party; relief, and (iii) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (c) So long as If the indemnifying party Indemnifying Party is not conducting the defense of the Third Party Claim in accordance with Section 7.5(b8.4 (b) above, (i) the indemnified party Indemnified Party may retain separate co-counsel at its sole the Indemnifying Party's cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (ii) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent shall not to be unreasonably withheld or delayed. Each indemnified party shallIndemnifying Party, and shall cause each (iii) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by prior written consent of the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trialIndemnified Party. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c8.4 (b) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (i) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (ii) the indemnifying parties Indemnifying Party will reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article 8.

Matters Involving Third Parties. (a) If any third party shall notify any indemnified party (the “Indemnified Party”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any indemnifying other party (the “Indemnifying Party”) under this Section 7Article XI, then the indemnified party Indemnified Party shall promptly (and in any event within ten (10) Business Days after receiving notice of the Third Party Claim) notify each indemnifying party thereof Indemnifying Party in writingwriting (an “Indemnification Notice”); provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (b) Any indemnifying party Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: as (i) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 days thirty (30) Business Days (or earlier in the event the underlying Third Party claim requires action) after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against the entirety of any Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedent or practice materially adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiv) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b11.2(b) above, (i) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (ii) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent shall Indemnifying Party (not to be unreasonably withheld unreasonably) and (iii) the Indemnifying Party will not consent to the entry of any judgment or delayed. Each indemnified party shall, and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event that any of the conditions in Section 7.5(b) and 7.5(c11.2(b) above are or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancefail to be complied with, however, (i) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (ii) the indemnifying parties Indemnifying Parties will reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (iii) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article XI. (e) Notwithstanding anything to the contrary contained in this Article XI, Parent, the Company and Merger Subsidiary shall not settle and pay any Third Party Claim unless and until Parent shall have obtained the prior written consent of the Company which consent shall not unreasonably withhold or delay.

Matters Involving Third Parties. (a) If any Seller Party or any Purchaser Party seeks indemnification under this Section 12.4, such Person (the “Indemnified Party”) shall give written notice to the other Person(s) (the “Indemnifying Party”). In that regard, if any Liability shall be brought or asserted by any third party shall notify any indemnified party with respect which, if adversely determined, may entitle the Indemnified Party to any matter indemnity pursuant to this Section 12.4 (a "“Third Party Claim") which may give rise to a claim for indemnification against any indemnifying party under this Section 7”), then the indemnified party Indemnified Party shall promptly notify each indemnifying party thereof the Indemnifying Party of the same in writing, specifying in detail the basis of such Liability and the facts pertaining thereto; provided, however, that except as otherwise provided in this Article XII, no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any Liability or Losses hereunder unless the delay in notice has a material adverse effect on the Indemnifying Party’s ability to successfully defend such claim. (b) Any indemnifying party Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: as (i) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 fifteen (15) days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against the entirety of any Damages Losses (without any limitations) the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified party; and relief, (iii) and (iv) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b12.4(b) above, (i) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (ii) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, Indemnifying Party (which consent shall not be withheld unreasonably) and (iii) the Indemnifying Party will not consent to be unreasonably withheld the entry or delayed. Each indemnified party shall, and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant to Section 7.5(bprior written consent of the Indemnified Party (which consent shall not be withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event that any of the conditions in Section 7.5(b) and 7.5(c12.4(b) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (i) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (ii) the indemnifying parties Indemnifying Party will reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 12.4.

Matters Involving Third Parties. (ai) If any third party shall notify any indemnified party Party (the “Indemnified Party”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any indemnifying party other Party (the “Indemnifying Party”) under this Section 7, then the indemnified party Indemnified Party shall promptly notify each indemnifying party Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (bii) Any indemnifying party Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 10 days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against the entirety of any Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedent or practice adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiE) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (ciii) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b7(d)(ii) above, (iA) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (iiB) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (C) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (div) In the event any of the conditions in Section 7.5(b) and 7.5(c7(d)(ii) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Parties will reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 7.

Matters Involving Third Parties. (ai) If any third party shall notify any indemnified party Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying party other Party (the "Indemnifying Party") under this Section 78, then the indemnified party Indemnified Party shall promptly notify each indemnifying party Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (bii) Any indemnifying party Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 15 days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against the entirety of any Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice materially adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiE) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (ciii) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b8(d)(ii) above, (iA) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (iiB) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (C) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (div) In the event any of the conditions in Section 7.5(b) and 7.5(c8(d)(ii) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Parties will reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (a) If any third Person not a party shall notify to this Agreement (including, without limitation, any indemnified Governmental Authority) notifies any party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying other party under this Section 7(the "Indemnifying Party"), then the indemnified party shall promptly Indemnified Party will notify each indemnifying party Indemnifying Party thereof in writingwriting within 15 days after receiving such notice. No delay on the part of the Indemnified Party in notifying any Indemnifying Party will relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (b) Any indemnifying party Indemnifying Party will have the right right, at its sole cost and expense, to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice satisfactory to the Indemnified Party so long as: as (i) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 10 days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against the entirety of any Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to or caused by the Third Party Claim; , (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice materially adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiv) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes Indemnifying Party does not assume control of the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense or settlement of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (c) So long as the indemnifying party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b) manner described above, (i) it will be bound by the indemnified party may retain separate co-counsel at its sole cost and expense and participate in (but not control) results obtained by the defense of the Third Indemnified Party Claim and (ii) the indemnified party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent shall not to be unreasonably withheld or delayed. Each indemnified party shall, and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully with the indemnifying party in the defense of such Third Party Claim being defended by the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trialClaim. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c) above are or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instance, (i) the indemnified party will have the right to defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate, subject to the prior written consent of the indemnifying party, which consent shall not to be unreasonably withheld or delayed and (ii) the indemnifying parties will reimburse the indemnified party for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses).

Matters Involving Third Parties. (a) If any third party The Indemnifying Party shall notify any indemnified party with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying party under this Section 7, then the indemnified party shall promptly notify each indemnifying party thereof in writing. (b) Any indemnifying party will have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of the Indemnifying Party’s choice, reasonably satisfactory to the Indemnified Party, so long as: as (i) the indemnifying party Indemnifying Party notifies the indemnified party in writing Indemnified Party, within 20 twenty (20) days after the indemnified party Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party, that the indemnifying party will indemnify Indemnifying Party is assuming the indemnified party from and against the entirety defense of any Damages the indemnified party may suffer resulting from or caused by the such Third Party Claim; Claim and agrees that such Third Party Claim is properly indemnifiable by Indemnifying Party pursuant to this ARTICLE 9, subject to the limitations of Section 9.03, and (ii) the Third Indemnifying Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified party; and (iii) the indemnifying party conducts the defense of the Third Party Claim actively in an active and diligentlydiligent manner. If In the indemnifying party assumes event the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable Indemnifying Party fails to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed assume the defense of any Third Party Claim within twenty (20) days after notice thereof is given by the Indemnified Party or fails to conduct such defense in accordance with this Section 7.5(b)an active and diligent manner, the indemnifying party Indemnified Party shall be authorized have the right to consent to a settlement of, or undertake the entry defense of any judgment arising from, any such Third Party Claim, without Claim at the prior consent reasonable expense and for the account of the indemnified party; providedIndemnifying Party. (b) So long as the conditions set forth in the first sentence of Section 9.05(a) are and remain satisfied, however, thatthen: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Indemnifying Party Claim. (c) So long as the indemnifying party is conducting may conduct the defense of the Third Party Claim in accordance with Section 7.5(b) above, 9.05(a); (iii) the indemnified party Indemnified Party may retain separate co-counsel to participate in such defense at its sole cost and expense and participate (provided, however, that the Indemnifying Party shall pay the attorneys’ fees of the Indemnified Party if (A) the employment of separate counsel was authorized in (but not control) writing by the Indemnifying Party in connection with the defense of the such Third Party Claim Claim, (B) the Indemnified Party has reasonably concluded that there may be defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (C) the Indemnified Party’s counsel has advised the Indemnified Party in writing, with a copy delivered to the Indemnifying Party, that there is an actual conflict of interest that could make it inappropriate under applicable standards of professional conduct to have common counsel); and (iiiii) the indemnified party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Indemnifying Party Claim shall not, without the prior written consent of the indemnifying party, Indemnified Party (which consent shall may not to be unreasonably withheld or delayed. Each indemnified party shall, and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully with the indemnifying party in the defense of such Third Party Claim being defended by the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c) above are or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instance, (i) the indemnified party will have the right to defend against, and consent to any admission or the entry of any judgment with respect to the matter, or enter into any settlement settlement, which (A) imposes an injunction or other equitable relief upon the Indemnified Party, (B) does not include an unconditional provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect tothereto or (C) in the opinion of the Indemnified Party, would reasonably be expected to have an adverse effect on its business, operations, assets, or financial condition. (c) Notwithstanding the foregoing provisions of this Section 9.05, the Indemnifying Party shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the Indemnified Party shall be entitled to have sole control over, the defense or settlement, compromise, admission, or acknowledgment of any Third Party Claim: (i) as to which the Indemnifying Party fails to assume the defense within twenty (20) days after the Indemnified Party gives notice thereof to the Indemnifying Party or which, following assumption, the Indemnifying Party fails to actively and diligently defend; (ii) to the extent the Third Party Claim seeks an Order or other equitable relief against the Indemnified Party which, if successful, would reasonably be expected to have an adverse effect on the business, operations, assets, or financial condition of the Indemnified Party; (iii) in the case where the Losses claimed in connection therewith involve an amount in excess of the amount then available for indemnification in light of the limitations set forth in Section 9.03; (iv) if such Third-Party Claim for indemnification relates to or arises in connection with any manner it criminal or quasi-criminal Action; or (v) the Indemnified Party reasonably believes an adverse determination with respect to the action, lawsuit, investigation, proceeding or other claim giving rise to such claim for indemnification would be materially detrimental to or materially injure the Indemnified Party’s reputation or future business prospects; provided, however, that the Indemnified Party may deem appropriatemake no settlement, subject compromise, admission, or acknowledgment that would give rise to any liability on the part of the Indemnifying Party without the prior written consent of the indemnifying party, Indemnifying Party (which consent shall may not to be unreasonably withheld or delayed and (ii) the indemnifying parties will reimburse the indemnified party for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expensesdelayed).

Matters Involving Third Parties. (a) If any third party shall notify notifies any indemnified party Party (the “Indemnified Party”) with respect to any matter (a "Third “Third-Party Claim"”) which that may give rise to a claim for indemnification against any indemnifying party other Party (the “Indemnifying Party”) under this Section 78 or Section 9 hereof, then the indemnified party Indemnified Party shall promptly notify each indemnifying party Indemnifying Party thereof in writing, which writing shall set forth a particular description of the event or condition that is the basis for seeking indemnification hereunder and the amount of Damages sought by the third party; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (b) Any indemnifying party Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third Third-Party Claim with counsel of his, her or its choice reasonably satisfactory to the Indemnified Party so long as: as (i) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 fifteen (15) days after the indemnified party Indemnified Party has given notice of the Third Third-Party Claim that the indemnifying party Indemnifying Party will indemnify defend the indemnified party from and against the entirety of any Damages the indemnified party may suffer resulting from or caused by the Third Party Claim; Indemnified Party, (ii) the Third Third-Party Claim involves only money damages Damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified party; and relief, (iii) settlement of, or an adverse judgment with respect to, the indemnifying party Third-Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests or the reputation of the Indemnified Party and (iv) the Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Third-Party Claim in accordance with Section 7.5(b8.4(b) above, (i) the indemnified party Indemnified Party may retain separate co-counsel at his, her or its sole cost and expense and participate in (but not control) the defense of the Third Third-Party Claim and Claim, (ii) the indemnified party Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the indemnifying party, which consent shall Indemnifying Party (not to be unreasonably withheld withheld) and (iii) the Indemnifying Party will not consent to the entry of any judgment on or delayed. Each indemnified party shall, and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully enter into any settlement with respect to the indemnifying party in the defense of such Third Third-Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe unreasonably withheld), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c8.4(b) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (i) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third Third-Party Claim in any manner he, she or it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (ii) the indemnifying parties Indemnifying Parties will reimburse the indemnified party Indemnified Party promptly and periodically for the reasonable costs of defending against the Third Third-Party Claim (including reasonable attorneys' ’ fees and expenses)) following receipt of an itemized invoice detailing such costs, and (iii) the Indemnifying Parties will remain responsible for any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third-Party Claim to the fullest extent provided in this Section 8. (e) Notwithstanding the definition of “Damages” set forth in Section 1 hereof or any other provision contained herein, the Indemnifying Parties shall be liable for any punitive damages, including incidental or consequential damages, an Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by any Third-Party Claim.

Matters Involving Third Parties. (ai) If any third party shall notify any indemnified party Party (the “Indemnified Party”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any indemnifying party other Party (the “Indemnifying Party”) under this Section 713, then the indemnified party Indemnified Party shall promptly notify each indemnifying party Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (bii) Any indemnifying party Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 10 days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against the entirety of any Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiE) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (ciii) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b13(d)(ii) above, (iA) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (iiB) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (C) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (div) In the event any of the conditions in Section 7.5(b) and 7.5(c13(d)(ii) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Parties will reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 13.

Matters Involving Third Parties. (a) If any third party shall notify any indemnified party with respect to the Practice or Professional Business Manager receives notice or acquires knowledge of any matter (a "Third Party Claim") which may give rise to a claim by another person and which may then result in a claim for indemnification against any indemnifying party under this Section 7Agreement, then then: (i) if such notice or knowledge is received or acquired by the indemnified party Practice, the Practice shall promptly notify each indemnifying party thereof Professional Business Manager; and (ii) if such notice or knowledge is received or acquired by Professional Business Manager, the Professional Business Manager shall promptly notify the Practice; except that no delay in writinggiving such notice shall diminish any obligation under this Agreement to provide indemnification unless (and then solely to the extent) the Party from whom such indemnification is sought is prejudiced. (b) Any indemnifying party will Party from whom such indemnification (the "Indemnifying Party") is sought shall have the right to defend the indemnified party Party seeking such indemnification (the "Indemnified Party") against such claim by another person (the "Third Party Claim Claim") with counsel of the Indemnifying Party's choice reasonably satisfactory to the Indemnified Party so long as: (i) the indemnifying party notifies the indemnified party in writing within 20 fifteen (15) days after the indemnified party Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against all adverse consequences the entirety of any Damages the indemnified party Indemnified Party may suffer caused by, resulting from from, arising out of or caused by the relating to such Third Party Claim; (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory to the Indemnified Party that the Indemnifying Party has the financial resources necessary to defend against the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified partyfulfill its indemnification obligations; and (iii) the indemnifying party Third Party Claim seeks money damages; (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than an optometric malpractice claim) is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party; and (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b) above, 7.4(b): (i) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim; (ii) the indemnified party will Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent Indemnifying Party; and (iii) the Indemnifying Party shall not consent to be unreasonably withheld the entry of any judgment or delayed. Each indemnified party shall, and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by prior consent of the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trialIndemnified Party. (d) In the event If any of the conditions specified in Section 7.5(b7.4(b) and 7.5(c) above are or become unsatisfied or the indemnifying party does is not assume the defense of such Third Party Claim in the first instancesatisfied, however; (i) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateadvisable (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith); (ii) the indemnifying parties will Indemnifying Party shall reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' and accountants' fees and expenses); and (iii) the Indemnifying Party shall remain responsible for any adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of or relating to such Third Party Claim to the fullest extent provided in this Agreement.

Matters Involving Third Parties. (ai) If any third party shall notify notifies any indemnified party Party (the “Indemnified Party”) with respect to any matter (a "Third “Third-Party Claim"”) which that may give rise to a claim for indemnification against any indemnifying party other Party (the “Indemnifying Party”) under this Section 78, then the indemnified party Indemnified Party shall promptly notify each indemnifying party Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby actually and materially prejudiced. (bii) Any indemnifying party Indemnifying Party will have the right to defend assume the indemnified party against defense of the Third Third-Party Claim so long as: with counsel of its choice reasonably satisfactory to the Indemnified Party by providing written notice to the Indemnified Party within fifteen (i15) the indemnifying party notifies the indemnified party in writing within 20 days after the indemnified party Indemnified Party has given notice of the Third Third-Party Claim that the indemnifying party will indemnify the indemnified party from and against the entirety of any Damages the indemnified party may suffer resulting from or caused by the Third Party Claim; (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified party; and (iii) the indemnifying party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified partyIndemnifying Party; provided, however, that: (i) that the indemnifying party Indemnifying Party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (c) So long as the indemnifying party is conducting conduct the defense of the Third Third-Party Claim actively and diligently thereafter in accordance with Section 7.5(b) above, (i) order to preserve its rights to assume the indemnified party defense of such Third-Party Claim. The Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third-Party Claim; provided, however, that if the representation of the Indemnified Party and the Indemnifying Party by the same counsel creates a conflict of interest under applicable standards of professional conduct of attorneys or prejudices the defenses available to the Indemnified Party, then the Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party. The Indemnified Party may take any actions reasonably necessary to defend such Third Party Claim prior to the time that it receives notice from the Indemnifying Party that it will assume the defense of such Third Party Claim, and the Indemnifying Party shall reimburse the Indemnified Party for any expenses, including fees and expenses of counsel, incurred in connection with such defense promptly upon written request therefor. (iiiii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with Section 8(d)(ii) above, (A) the indemnified party Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the indemnifying party, which consent shall Indemnified Party (not to be unreasonably withheld withheld) unless the judgment or delayed. Each indemnified party shallproposed settlement (I) involves only the payment of money damages by one or more of the Indemnifying Parties, (II) does not impose an injunction or other equitable relief upon the Indemnified Party, (III) includes a complete and shall cause each unconditional release of its affiliates, directors, officers, employees and agents to, cooperate fully with the indemnifying party Indemnified Party from all liability in the defense respect of such Third Party Claim being defended and (IV) does not include a statement or admission of fault, culpability or failure to act by or on behalf of the indemnifying party pursuant Indemnified Party, and (B) the Indemnified Party will not consent to Section 7.5(bthe entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (div) In the event any none of the conditions in Section 7.5(b) Indemnifying Parties assumes and 7.5(c) above are or become unsatisfied or the indemnifying party does not assume conducts the defense of such Third the Third-Party Claim in the first instanceaccordance with Section 8(d)(ii) above, however, (iA) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third such Third-Party Claim in any manner he, she, or it reasonably deems appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), and (B) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may deem appropriatesuffer resulting from, subject arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the prior written consent fullest extent provided in this Section 8. (v) If there shall be any conflicts between the provisions of this Section 8(d) and Section 9(f) (relating to Tax contests), the indemnifying party, which consent provisions of Section 9(f) shall not control with respect to be unreasonably withheld or delayed and (ii) the indemnifying parties will reimburse the indemnified party for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses)Tax contests.

Matters Involving Third Parties. (a) If any third party shall notify any indemnified party Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying party other Party (the "Indemnifying Party") under this Section 7Article VII, then the indemnified party Indemnified Party shall promptly (but in any event within two months) notify each indemnifying party Indemnifying Party thereof in writing; provided, --------- however, that no delay on the part of the Indemnified Party in notifying any ------- Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (b) Any indemnifying party Indemnifying Party will have the right to defend the indemnified party Indemnified Party (or, if appropriate, the Company) against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against the entirety of any Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other specific performance order (or similar equitable relief that relief), (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiE) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; diligently and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and at its affiliates, directors, officers, employees and agents with respect to such Third Party Claimsole cost. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b(S)7.04(b) above, (iA) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (iiB) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (C) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions in Section 7.5(b7.04(b) above is or becomes unsatisfied, however, (A) the Indemnified Party shall, actively and diligently, defend against the Third Party Claim in a prudent manner, and (B) assuming that the Indemnified Party has complied with clause (A) above, the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article 7. In addition, the Indemnifying Party may retain separate co- counsel (at its sole cost and expense) and 7.5(c) above are or become unsatisfied or the indemnifying party does not assume participate in the defense of the Third Party Claim. Furthermore, in the event the Indemnifying Party was offered the defense of the Third Party Claim but failed to satisfy the conditions of clauses (A), (B), and/or (E) of Section 7.04(b) above, the Indemnified Party shall have the right to consent to the entry of any reasonable judgment or enter into any reasonable settlement with respect to such Third Party Claim without needing to obtain any consent from any Indemnifying Party in connection therewith (although the Indemnified Party shall be required to consult with the Indemnifying Party with respect to such Third Party Claim). However, in the first instanceevent that the Indemnified Party took over the defense of the Third Party Claim notwithstanding the satisfaction of the conditions set forth in clauses (A), (iB) and (E) of Section 7.04(b) above because of the indemnified party will have failure of the right Indemnifying Party to defend againstsatisfy the conditions of clauses (C) and/or (D) of said Section 7.04, and then the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to, without the Third Party Claim in any manner it reasonably may deem appropriate, subject to the prior written consent of the indemnifying party, Indemnifying Party (which consent shall not to be unreasonably withheld or delayed and (ii) the indemnifying parties will reimburse the indemnified party for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenseswithheld).

Matters Involving Third Parties. (ai) If any third party shall notify any indemnified party Party (the “Indemnified Party“) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any indemnifying party other Party (the “Indemnifying Party”) under this Section 7, then the indemnified party Indemnified Party shall promptly notify each indemnifying party Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (bii) Any indemnifying party Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 10 days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against the entirety of any Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiE) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (ciii) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b7.3(ii) above, (iA) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (iiB) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (C) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (div) In the event any of the conditions in Section 7.5(b) and 7.5(c7.3(ii) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Parties will reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 7.

Matters Involving Third Parties. (ai) If any third party shall notify any indemnified party Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying party other Party (the "Indemnifying Party") under this Section 7§6, then the indemnified party Indemnified Party shall promptly notify each indemnifying party Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (bii) Any indemnifying party Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 15 days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against the entirety of any Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice materially adverse effect on to the indemnified party; continuing business interests or the reputation of the Indemnified Party, and (iiiE) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (ciii) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b§6(d)(ii) above, (iA) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (iiB) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (C) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (div) In the event any of the conditions in Section 7.5(b) and 7.5(c§6(d)(ii) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Parties will reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this §6.

Matters Involving Third Parties. (a) 13.3.1 If any third party Third Party shall notify any indemnified party Party (the “Indemnified Party”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any indemnifying party other Party (the “Indemnifying Party”) under this Section 713, then the indemnified party Indemnified Party shall promptly notify each indemnifying party Indemnifying Party thereof in writing; provided, however, that no delay on the Party of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. 13.3.2 Should the Indemnifying Party contest its alleged obligation to indemnify the Indemnified Party, either Party shall have the right to submit to binding arbitration in accordance with the provisions of Section 15.15 the determination of whether or not the indemnity provisions set out in this Section 13 shall apply, and whether or not the Indemnifying Party shall be under obligation of indemnity towards the Indemnified Party. To the extent possible under applicable law and arbitration rules, such determination shall be made in an expedited manner and, if possible, within thirty (b30) Any indemnifying party will days from submission for arbitration. 13.3.3 Except for patent disputes and claims covered under Sections 9 or 10, any Indemnifying Party shall have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: (ia) the indemnifying party notifies Indemnifying Party notified the indemnified party Indemnified Party in writing within 20 fifteen (15) days after the indemnified party Indemnifying Party has given written notice of the Third Party Claim that the indemnifying party will indemnify Indemnifying Party shall assume the indemnified party from and against defense of the entirety of any Damages the indemnified party may suffer resulting from or caused by Indemnified Party with respect to the Third Party Claim; (iib) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall have the financial resources to defend against the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified partyfulfill its indemnification obligations hereunder; and (iiic) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (c) 13.3.4 So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b) 13.3.3 above, : (ia) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim; (b) no compromise or settlement of the Third Party Claim may be effected by the Indemnified Party without the consent of the Indemnifying Party; and (iic) the indemnified party will not consent to the entry of any judgment Indemnifying Party may compromise or enter into any settlement with respect to settle the Third Party Claim without the prior written consent of the indemnifying party, which consent shall not to be unreasonably withheld or delayed. Each indemnified party shall, and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully with the indemnifying party in the defense of such Third Indemnified Party Claim being defended by the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c) above are or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instance, provided that (i) the indemnified party will have the right to defend against, and consent to the entry there is no finding or admission of any judgment violation of law or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate, subject to the prior written consent violation of the indemnifying party, which consent shall not to be unreasonably withheld or delayed and rights of any Third Party; (ii) the indemnifying parties will reimburse sole relief provided is money in nature and is paid in full by the indemnified party for Indemnifying Party; and (iii) written agreement is obtained releasing the costs of defending against the Third Indemnified Party Claim (including reasonable attorneys' fees and expenses)from all liability thereunder.

Matters Involving Third Parties. (a) If any third party shall notify any indemnified party Party (the "INDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against any indemnifying party other Party (the "INDEMNIFYING PARTY") under this Section 7Article VI, then the indemnified party Indemnified Party shall promptly notify each indemnifying party Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (b) Any indemnifying party Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 fifteen (15) days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against the entirety of any Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice materially adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiE) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b6.4(b) above, (iA) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (iiB) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (C) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c6.4(b) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Parties will reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VI.

Matters Involving Third Parties. (ai) If any third party shall notify any indemnified party Purchaser (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying party the Company (the "Indemnifying Party") under this Section 7, then the indemnified party Indemnified Party shall promptly notify each indemnifying party the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (bii) Any indemnifying party The Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice satisfactory to the Indemnified Party so long as: as (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 15 days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against the entirety of any Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiE) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (ciii) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b7(c)(ii) above, (iA) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (iiB) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent shall not to be unreasonably withheld or delayed. Each indemnified party shallIndemnifying Party, and shall cause each (C) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by prior written consent of the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trialIndemnified Party. (div) In the event any of the conditions in Section 7.5(b) and 7.5(c7(c)(ii) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, (iA) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Party will reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 7.

Matters Involving Third Parties. (a) If any third party shall notify any indemnified party entitled to indemnification under Section 5 (the “Indemnified Party”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any indemnifying the party from whom indemnification is claimed (the “Indemnifying Party”) under this Section 75, then the indemnified party Indemnified Party shall promptly notify each indemnifying party the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party forfeits rights or defenses by reason of such failure. (b) Any indemnifying party The Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third Party Claim at the Indemnifying Party’s expense, with counsel of its choice reasonably satisfactory to the Indemnified Party, so long as: as (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 twenty (20) business days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against any Losses the entirety of any Damages the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (C) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have a material adverse effect on materially adversely affect the indemnified party; business of the Indemnified Party, and (iiiD) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b5.7(b) above, (iA) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (iiB) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shalldelayed unreasonably), and shall cause each (C) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld or delayed unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c5.7(b) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate, subject to appropriate but only after the prior written consent approval of the indemnifying party, Indemnifying Party (which consent approval shall not to be unreasonably withheld or delayed and delayed), (iiB) the indemnifying parties Indemnifying Party will reimburse the indemnified party Indemnified Party promptly and periodically for the reasonable costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expensesexpenses incurred by the Indemnified Party), and (C) subject to the limitations contained in this Section 5, the Indemnifying Party will remain responsible for any Losses the Indemnified Party may suffer resulting from arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 5.

Matters Involving Third Parties. (ai) If any third party shall notify any indemnified party an Indemnitee the Purchaser with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying party under this Section 79, then the indemnified party Indemnitee shall promptly notify each indemnifying party the Indemnitor thereof in writing; provided, however, that no delay on the part of the Indemnitee in notifying the Indemnitor shall relieve the Indemnitor from any obligation hereunder unless (and then solely to the extent) the Indemnitor thereby is prejudiced. (bii) Any indemnifying party The Indemnitor and the Stockholders, if applicable, will have the right to defend the indemnified party Indemnitee against the Third Party Claim with counsel of their choice reasonably satisfactory to the Indemnitee so long as: as (iA) they notify the indemnifying party notifies the indemnified party Indemnitee in writing within 20 fifteen (15) days after the indemnified party Indemnitee has given notice of the Third Party Claim that the indemnifying party Indemnitor (and/or the Stockholders, if applicable) will indemnify the indemnified party Indemnitee from and against the entirety of any Damages Adverse Consequences the indemnified party Indemnitee may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) the Indemnitor (and the Stockholder, if applicable) provide the Indemnitee with evidence acceptable to the Indemnitee that the Indemnitor (and the Stockholder, if applicable) will have the financial resources to defend against the Third Party Claim and fulfill their indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified party; relief, and (iiiD) the indemnifying party conducts Indemnitor (and the Stockholders, if applicable) conduct the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (ciii) So long as the indemnifying party is Indemnitor (and the Stockholders, if applicable) are conducting the defense of the Third Party Claim in accordance with Section 7.5(b9(c)(ii) above, (iA) the indemnified party Indemnitee may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (iiB) the indemnified party Indemnitee will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying partyIndemnitor (and the Stockholders, which consent shall if applicable) (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (C) the Indemnitor will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant to Section 7.5(b)prior written consent of the Indemnitee, including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trialwhich will not be unreasonably withheld. (div) In the event any of the conditions in Section 7.5(b) and 7.5(c9(c)(ii) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to Purchaser may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Purchaser need not consult with, subject to or obtain any consent from, the prior written consent of Seller and/or the indemnifying partyStockholders in connection therewith), which consent shall not to be unreasonably withheld or delayed and (iiB) the indemnifying parties Seller and the Stockholders will reimburse the indemnified party Purchaser promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Seller and the Stockholders will remain responsible for any Adverse Consequences the Purchaser may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 9.

Matters Involving Third Parties. (ai) If any third party shall notify notifies any indemnified party Party (the “Indemnified Party”) with respect to any matter (a "Third “Third-Party Claim"”) which that may give rise to a claim for indemnification against any indemnifying party other Party (the “Indemnifying Party”) under this Section 7§8, then the indemnified party Indemnified Party shall promptly notify each indemnifying party Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (bii) Any indemnifying party Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third Third-Party Claim with counsel of his, her, or its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 15 days after the indemnified party Indemnified Party has given notice of the Third Third-Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against the entirety of any Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Third-Party Claim; , (iiB) the Third Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third-Party Claim and fulfill its indemnification obligations hereunder, (C) the Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice materially adverse effect on to the indemnified party; continuing business interests or the reputation of the Indemnified Party, and (iiiE) the indemnifying party Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (ciii) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Third-Party Claim in accordance with Section 7.5(b§8(d)(ii) above, (iA) the indemnified party Indemnified Party may retain separate co-counsel at his, her, or its sole cost and expense and participate in (but not control) the defense of the Third Third-Party Claim and Claim, (iiB) the indemnified party Indemnified Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the indemnifying party, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallwithheld), and shall cause each (C) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment on or enter into any settlement with respect to the indemnifying party in the defense of such Third Third-Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe unreasonably withheld), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (div) In the event any of the conditions in Section 7.5(b) and 7.5(c§8(d)(ii) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment on or enter into any settlement with respect to, the Third Third-Party Claim in any manner his, her, or it may reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Parties will reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Third-Party Claim (including reasonable attorneys' ’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim to the fullest extent provided in this §8.

Matters Involving Third Parties. (a) If any third party Third Party shall notify any indemnified party Party (the “Indemnified Party”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any indemnifying party other Party (the “Indemnifying Party”) under this Section 79, then the indemnified party Indemnified Party shall promptly notify each indemnifying party the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (b) Any indemnifying party Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: (i) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 fifteen (15) days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against the entirety of any Damages Losses the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; Claims, (ii) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified party; fulfill its indemnification obligations hereunder, and (iii) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b9.4(b) above, (i) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (ii) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which Indemnifying Party (such consent shall not to be unreasonably withheld withheld, delayed or delayed. Each indemnified party shallconditioned), and shall cause each (iii) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by unless written agreement is obtained releasing the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available Indemnified Party from all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trialliability thereunder. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c9.4(b) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (i) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with or obtain the consent from any Indemnifying Party in connection therewith), subject to the prior written consent of the indemnifying party, which consent shall not to be unreasonably withheld or delayed and (ii) the indemnifying parties Indemnifying Party will reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses)) and (iii) the Indemnifying Party will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 9.

Matters Involving Third Parties. (a) If any third party shall notify any indemnified party with respect to the Parent Group or York receives notice or acquires knowledge of any matter (a "Third Party Claim") which may give rise to a claim by another Person and which may then result in a claim for indemnification against any indemnifying party under this Section 7Article V, then (i) if such notice or knowledge is received or acquired by the indemnified Parent Group, the Parent Group shall within twenty (20) days notify York thereof, and (ii) if such notice or knowledge is received or acquired by York, York shall within twenty (20) days notify the Parent Group thereof; provided, however, that no delay in giving such notice shall diminish any obligation under this Article V to provide indemnification unless (and then solely to the extent that) the party from whom such indemnification is sought is prejudiced. Thereafter, the party seeking indemnification (the "Indemnified Party") shall promptly notify each indemnifying deliver to the party thereof in writingfrom whom such indemnification is sought (the "Indemnifying Party"), within five business days after the Indemnified Party's receipt thereof, copies of all notices, correspondence and documents (including, without limitation, court papers) received by the Indemnified Party relating to the Third Party Claim. (b) Any indemnifying party will The Indemnifying Party shall have the right to defend against such claim by another Person (the indemnified party against the "Third Party Claim Claim") with counsel of the Indemnifying Party's choice reasonably satisfactory to the Indemnified Party so long as: as (iwithin thirty (30) the indemnifying party notifies the indemnified party in writing within 20 days after the indemnified party Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party) the Indemnifying Party notifies the Indemnified Party that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against all Adverse Consequences the entirety of any Damages the indemnified party Indemnified Party may suffer caused by, resulting from from, arising out of or caused by the Third Party Claim; (ii) the relating to such Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified party; and (iii) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of Notwithstanding any such claim, the indemnifying party shall select counsel reasonably acceptable acknowledgement made pursuant to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b5.05(b)(i), the indemnifying party York shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause continue to be paid all amounts arising out of such settlement entitled to assert any defense to or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and limitation on its affiliates, directors, officers, employees and agents with respect to such Third Party Claimindemnification responsibility contained in Section 5.02. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b5.05(b) abovehereof, (i) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim Claim, it being understood, however, that the Indemnifying Party shall control such defense, and (ii) the indemnified party will Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying partyIndemnifying Party. If the Indemnifying Party chooses to defend any Third Party Claim, which consent the Indemnifying Party shall have the right to control the defense, compromise or settlement of such matter, and all the parties hereto shall cooperate in the defense or prosecution of such Third Party Claim. Such cooperation shall include the execution of documents necessary to effectuate any reasonable institutional controls that are required as part of a remedial action approved by a Governmental Authority, retention and (upon the Indemnifying Party's request) the provision to the Indemnifying Party of Records that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Notwithstanding the foregoing, the Indemnifying Party shall not compromise or settle any Third Party Claim without the consent of the Indemnified Party, unless such compromise or settlement by the Indemnifying Party involves only the payment of monetary damages by the Indemnifying Party and includes a full release of the Indemnified Party from all liability with respect to be unreasonably withheld such Third Party Claim. If the Indemnifying Party, within a reasonable time after receipt of an Indemnification Notice relating to a Third Party Claim, chooses not to assume defense of a Third Party Claim or delayed. Each indemnified party shallfails to defend such Third Party Claim actively and diligently, the Indemnified Party will (upon further notice) have the right to undertake the defense, compromise or settlement of such Third Party Claim or consent to the entry of judgment with respect to such Third Party Claim, on behalf of, and for the account and risk of, the Indemnifying Party, and the Indemnifying Party shall cause each of its affiliateshave no right to challenge the Indemnified Party's defense, directorscompromise, officerssettlement or consent to judgment, employees and agents tosubject to the limitations on the Indemnifying Party's obligations pursuant to Section 5.02. The foregoing notwithstanding, cooperate fully with the indemnifying party in the event that the Indemnifying Party chooses not to assume defense of a Third Party Claim or fails to defend such Third Party Claim actively and diligently, but later chooses to assume defense of such Third Party Claim being defended by and gives notice to the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c) above are or become unsatisfied or the indemnifying party does not assume the defense Indemnified Party of such Third assumption, the Indemnifying Party Claim in shall, effective concurrently with the first instancenotice, (i) the indemnified party will have the right to defend againstcontrol such defense, and the Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to, to the Third Party Claim in any manner it reasonably may deem appropriate, subject to without the prior written consent of the indemnifying party, which consent shall not to be unreasonably withheld or delayed and (ii) the indemnifying parties will reimburse the indemnified party for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses)Indemnifying Party.

Matters Involving Third Parties. (a) If any third party shall notify any indemnified party Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying party other Party (the "Indemnifying Party") under this Section 7, 9 then the indemnified party Indemnified Party shall promptly notify each indemnifying party Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (b) Any indemnifying party Indemnifying Party will have the right to defend the indemnified party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: as (i) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 15 days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against the entirety of any Damages Losses the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (ii) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiv) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b9.4(b) above, (i) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (ii) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, Indemnifying Party (which consent shall not to unreasonably be unreasonably withheld or delayed. Each indemnified party shallwithheld), and shall cause each (iii) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by unless written agreement is obtained releasing the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available Indemnified Party from all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trialliability thereunder. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c9.4(b) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (i) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (ii) the indemnifying parties Indemnifying Parties will reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Parties will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 9.

Matters Involving Third Parties. (a1) If any third party shall notify any indemnified party Party (the “Indemnified Party”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any indemnifying party other Party (the “Indemnifying Party”) under this Section 75, then the indemnified party Indemnified Party shall promptly notify each indemnifying party Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (b2) Any indemnifying party Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 15 days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against the entirety of any Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; ), (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice materially adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiE) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (c3) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b5(d)(2) above, (iA) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (iiB) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (C) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d4) In the event any of the conditions in Section 7.5(b) and 7.5(c5(d)(2) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Party will reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (C) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 5.

Matters Involving Third Parties. (ai) If any third party shall notify any indemnified party Party (the "INDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against any indemnifying party other Party (the "INDEMNIFYING PARTY") under this Section 7, then the indemnified party Indemnified Party shall promptly notify each indemnifying party the Indemnifying Party thereof in writing; PROVIDED, HOWEVER, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (bii) Any indemnifying party Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 15 days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against the entirety of any Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified party; fulfill its indemnification obligations hereunder, and (iiiC) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (ciii) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b7(c)(ii) above, (iA) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (iiB) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which Indemnifying Party (such consent shall not to be unreasonably withheld unreasonably) and (C) the Indemnifying Party will not consent to the entry of any judgment or delayed. Each indemnified party shall, and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (such consent not to Section 7.5(bbe withheld unreasonably and such consent not to be withheld at all if the judgment or settlement contains a full release reasonably satisfactory to the Indemnified Party), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (div) In the event any of the conditions in Section 7.5(b) and 7.5(c7(c)(ii) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Party will reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses)) and (C) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 7.

Matters Involving Third Parties. (a) If any third party shall notify notifies any indemnified party Party (the “Indemnified Party”) with respect to any matter (a "“Third Party Claim"”) which that may give rise to a claim for indemnification against any indemnifying party other Party (the “Indemnifying Party”) under this Section 79, then the indemnified party shall Indemnified Party will promptly notify each indemnifying party thereof Indemnifying Party in writing. Delay on the part of the Indemnified Party in notifying any Indemnifying Party will not relieve the Indemnifying Party from its obligation unless (and then solely to the extent) the Indemnifying Party is actually prejudiced. (b) Any indemnifying party Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: as (i) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 15 days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against the entirety of any Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of or caused by the Third Party Claim; , (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice materially adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiv) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b9.4(b) aboveof this Agreement, (i) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (ii) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, Indemnifying Party (which consent shall may not to be unreasonably withheld withheld, conditioned or delayed. Each indemnified party shalldelayed unreasonably), and shall cause each (iii) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant to Section 7.5(bprior written consent of the Indemnified Party (which consent may not be withheld, conditioned or delayed unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event If any of the conditions in Section 7.5(b9.4(b) and 7.5(c) above are of this Agreement is not or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instanceis no longer satisfied, (i) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party), (ii) the indemnifying parties Indemnifying Parties will reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (iii) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 9.

Matters Involving Third Parties. (a) If any third party shall notify any indemnified party either Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against any indemnifying party the other Party (the "Indemnifying Party") under this Section 7§9, then the indemnified party Indemnified Party shall promptly notify each indemnifying party the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (b) Any indemnifying party The Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: as (i) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against the entirety of any Damages Losses the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (ii) settlement of, or an adverse judgment with respect to, the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iii) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b§9.3(b) above, (i) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (ii) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, Indemnifying Party (which consent shall not to unreasonably be unreasonably withheld or delayed. Each indemnified party shallwithheld), and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully with the indemnifying party in the defense of such Third Party Claim being defended by the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c) above are or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instance, (iiii) the indemnified party Indemnifying Party will have the right to defend against, and not consent to the entry of any judgment or enter into any settlement with respect to, to the Third Party Claim in any manner it reasonably may deem appropriate, subject to unless written agreement is obtained releasing the prior written consent of the indemnifying party, which consent shall not to be unreasonably withheld or delayed and (ii) the indemnifying parties will reimburse the indemnified party for the costs of defending against the Third Indemnified Party Claim (including reasonable attorneys' fees and expenses)from all liability thereunder.

Matters Involving Third Parties. (ai) If any third party shall notify any indemnified party the Investor (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying party the Company (the "Indemnifying Party") under this Section 76.2, then the indemnified party Indemnified Party shall promptly notify each indemnifying party the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (bii) Any indemnifying party The Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice satisfactory to the Indemnified Party so long as: as (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 15 days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against the entirety of any Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiE) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (ciii) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b6.2(b)(ii) above, (iA) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (iiB) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent shall not to be unreasonably withheld or delayed. Each indemnified party shallIndemnifying Party, and shall cause each (C) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by prior written consent of the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trialIndemnified Party. (div) In the event any of the conditions in Section 7.5(b) and 7.5(c6.2(b)(ii) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, (iA) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Party will reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 6.2.

Matters Involving Third Parties. (a) If any third party Third Party shall notify any indemnified party Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which that may give rise to a claim for indemnification against any indemnifying party other Party (the "Indemnifying Party") under this Section 79, then the indemnified party Indemnified Party shall promptly notify each indemnifying party the Indemnifying Party thereof in writing; provided that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is prejudiced thereby. (b) Any indemnifying party Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: as (i) the indemnifying party notifies the indemnified party in writing within 20 fifteen (15) days after receiving such notice, the indemnified party has given Indemnifying Party shall give written notice of to the Indemnified Party stating whether it disputes the claim for indemnification and whether it will defend against any Third Party Claim that the indemnifying party will indemnify the indemnified party from or liability at its own cost and against the entirety of any Damages the indemnified party may suffer resulting from or caused by the Third Party Claim; expense, (ii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, settlement of, or an adverse judgment with respect to, and the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iii) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If ; provided that if the indemnifying party assumes claim is one that cannot by its nature be defended solely by the Indemnifying Party, the Indemnified Party shall make available all information and assistance reasonably available and necessary for the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), as the indemnifying party Indemnifying Party may reasonably request and shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently cooperate with the effectiveness thereof; (ii) Indemnifying Party in such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claimdefense. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b) above9.7(b), (i) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (ii) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, Indemnifying Party (which consent shall not to unreasonably be unreasonably withheld or delayed. Each indemnified party shallwithheld), and shall cause each (iii) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by unless written agreement is obtained releasing the indemnifying party pursuant Indemnified Party from all liability thereunder and such judgment or settlement is not reasonably likely to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by have a material adverse effect on the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by operations of the indemnifying party for investigations, depositions and trialIndemnified Party or any of its Affiliates. (d) In the event any of the conditions in Section 7.5(b9.7(b) and 7.5(c) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (i) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (ii) the indemnifying parties Indemnifying Party will reimburse the indemnified party Indemnified Party promptly and periodically for the reasonable costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 9.

Matters Involving Third Parties. (a) If any third party shall notify any indemnified party Indemnified Parties with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any indemnifying party Acquiror Principal Shareholder (the “Indemnifying Party”) under this Section 7Article XII, then the indemnified party Indemnified Party shall promptly notify each indemnifying party Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (b) Any indemnifying party Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 fifteen (15) days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against the entirety of any Damages the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiE) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b12.3(b) above, (iA) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (iiB) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (C) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions condition in Section 7.5(b) and 7.5(c12.3(b) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith), (iiB) the indemnifying parties Indemnifying Parties will reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article XI.

Matters Involving Third Parties. (a) If any third party shall notify any indemnified party with respect to the Practice or Professional Business Manager receives notice or acquires knowledge of any matter (a "Third Party Claim") which may give rise to a claim by another person and which may then result in a claim for indemnification against any indemnifying party under this Section 7Agreement, then then: (i) if such notice or knowledge is received or acquired by the indemnified party Practice, the Practice shall promptly notify each indemnifying party thereof Professional Business Manager; and (ii) if such notice or knowledge is received or acquired by Professional Business Manager, the Professional Business Manager shall promptly notify the Practice; except that no delay in writinggiving such notice shall diminish any obligation under this Agreement to provide indemnification unless (and then solely to the extent) the Party from whom such indemnification is sought is prejudiced. (b) Any indemnifying party will Party from whom such indemnification (the “Indemnifying Party”) is sought shall have the right to defend the indemnified party Party seeking such indemnification (the “Indemnified Party”) against such claim by another person (the “Third Party Claim Claim”) with counsel of the Indemnifying Party’s choice reasonably satisfactory to the Indemnified Party so long as: (i) the indemnifying party notifies the indemnified party in writing within 20 fifteen (15) days after the indemnified party Indemnified Party has given notice of the Third Party Claim to the Indemnifying Party, the Indemnifying Party notifies the Indemnified Party that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against all adverse consequences the entirety of any Damages the indemnified party Indemnified Party may suffer caused by, resulting from from, arising out of or caused by the relating to such Third Party Claim; (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably satisfactory to the Indemnified Party that the Indemnifying Party has the financial resources necessary to defend against the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified partyfulfill its indemnification obligations; and (iii) the indemnifying party Third Party Claim seeks money damages; (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim (other than an optometric malpractice claim) is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party; and (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b) above, 7.4(b): (i) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim; (ii) the indemnified party will Indemnified Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent Indemnifying Party; and (iii) the Indemnifying Party shall not consent to be unreasonably withheld the entry of any judgment or delayed. Each indemnified party shall, and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by prior consent of the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trialIndemnified Party. (d) In the event If any of the conditions specified in Section 7.5(b7.4(b) and 7.5(c) above are or become unsatisfied or the indemnifying party does is not assume the defense of such Third Party Claim in the first instancesatisfied, however; (i) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateadvisable (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party in connection therewith); (ii) the indemnifying parties will Indemnifying Party shall reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' ’ and accountants’ fees and expenses); and (iii) the Indemnifying Party shall remain responsible for any adverse consequences the Indemnified Party may suffer caused by, resulting from, arising out of or relating to such Third Party Claim to the fullest extent provided in this Agreement.

Matters Involving Third Parties. (a) If any third party shall notify any indemnified party Party (the "Indemnified Party") with respect to any matter (a "Third Third-Party Claim") which may give rise to a claim for indemnification against any indemnifying party other Party (the "Indemnifying Party") under this Section 7Article 9, then the indemnified party Indemnified Party shall promptly notify each indemnifying party the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is materially prejudiced by such delay. (b) Any indemnifying party An Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: as (i) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 thirty (30) days after the indemnified party Indemnified Party has given notice of the Third Third-Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against the entirety of any Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Third-Party Claim; (ii) the Third Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified partyfulfill its indemnification obligations hereunder; and (iii) the indemnifying party Indemnifying Party conducts the defense of the Third Third-Party Claim actively and diligently. If Unless and until the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Indemnifying Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim makes an election in accordance with this Section 7.5(b9.4(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent all of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts Indemnified Party's reasonable costs and expenses arising out of such the defense, settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance compromise of any assets of the indemnified party such action or include any restriction that would apply claim shall be Adverse Consequences subject to indemnification hereunder to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claimextent provided herein. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Third-Party Claim in accordance with Section 7.5(b9.4(b) above, (i) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Third-Party Claim Claim, (provided that the costs and expense of such co-counsel shall be for the account of the Indemnifying Party if the named parties to any such action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been advised in writing by such co-counsel that there may be one or more legal defenses available to the Indemnifying Party which are not available to, or the assertion of which would be adverse to the interests of, the Indemnified Party); (ii) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Third-Party Claim without the prior written consent of the indemnifying party, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shall, unreasonably); and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully with the indemnifying party in the defense of such Third Party Claim being defended by the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c) above are or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instance, (iiii) the indemnified party Indemnifying Party will have the right to defend against, and not consent to the entry of any judgment or enter into any settlement with respect to, to the Third Third-Party Claim in any manner it reasonably may deem appropriate, subject to without the prior written consent of the indemnifying party, which consent shall Indemnified Party (not to be unreasonably withheld or delayed and (ii) the indemnifying parties will reimburse the indemnified party for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expensesunreasonably).

Matters Involving Third Parties. (a) 9.3.1 If any third party Third Party shall notify any indemnified party Party (the “Indemnified Party”) with respect to any matter (a "“Third Party Claim"”) which may give rise to a claim for indemnification against any indemnifying party other Party (the “Indemnifying Party”) under this Section 79, then the indemnified party Indemnified Party shall promptly notify each indemnifying party Indemnifying Party thereof in writing; provided, however, that no delay on the Party of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. 9.3.2 Should the Indemnifying Party contest its alleged obligation to indemnify the Indemnified Party, either Party shall have the right to submit to binding arbitration in accordance with the provisions of Section 12.15 the determination of whether or not the indemnity provisions set out in this Section 9 shall apply, and whether or not the Indemnifying Party shall be under obligation of indemnity towards the Indemnified Party. To the extent possible under applicable law and arbitration rules, such determination shall be made in an expedited manner and, if possible, within thirty (b30) days from submission for arbitration. 9.3.3 Any indemnifying party will Indemnifying Party shall have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: (ia) the indemnifying party notifies Indemnifying Party notified the indemnified party Indemnified Party in writing within 20 fifteen (15) days after the indemnified party Indemnifying Party has given written notice of the Third Party Claim that the indemnifying party will indemnify Indemnifying Party shall assume the indemnified party from and against defense of the entirety of any Damages the indemnified party may suffer resulting from or caused by Indemnified Party with respect to the Third Party Claim; (iib) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party shall have the financial resources to defend against the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that is likely to have a material adverse effect on the indemnified partyfulfill its indemnification obligations hereunder; and (iiic) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (c) 9.3.4 So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b) 9.3.3 above, : (ia) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim; (b) no compromise or settlement of the Third Party Claim may be effected by the Indemnified Party without the consent of the Indemnifying Party; and (iic) the indemnified party will not consent to the entry of any judgment Indemnifying Party may compromise or enter into any settlement with respect to settle the Third Party Claim without the prior written consent of the indemnifying party, which consent shall not to be unreasonably withheld Indemnified Party provided that (i) there is no finding or delayed. Each indemnified party shall, admission of any violation of law or any violation of the rights of any Third Party; (ii) the sole relief provided is money in nature and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully with the indemnifying party is paid in the defense of such Third Party Claim being defended full by the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books Indemnifying Party; and records reasonably requested by (iii) written agreement is obtained releasing the indemnifying party and make available Indemnified Party from all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trialliability thereunder. (d) 9.3.5 In the event of a claim to the effect that API infringes or violates any patent or other intellectual property right of the conditions in Section 7.5(b) and 7.5(c) above are or become unsatisfied or the indemnifying party does not assume the defense of such any Third Party Claim or in the first instanceevent of other material litigation, threatened or actual, involving the API: (ia) the indemnified party will either Party shall have the right to defend against(i) suspend further supply and/or purchase of the API, and/or (ii) require the other Party, and consent the other Party agrees to comply with such requirement, to suspend the Manufacturing, supply and/or purchase of, and/or other activities involving, the API to the entry extent this is deemed necessary or advisable by a Party (upon having consulted its legal advisors) or required by a court ordered injunction, or an arbitrator(s) award or order (whether interim or final) to prevent or limit actual or possible damages, liability or injury to Customer and/or Supplier. In the event a Party does not abide with such request, then all Manufacture, supply, purchase of, and/or other activities involving the affected API by such Party shall be at the sole risk and responsibility of any judgment or enter into any settlement with respect tosuch Party, and such Party shall indemnity and hold the Third other Party Claim in any manner it reasonably may deem appropriateharmless, subject to the prior written consent of the indemnifying partyterms and limitations set out in this Section 9.3 from and against any liabilities, which consent shall not to be unreasonably withheld or delayed losses, fines, penalties, damages and (ii) the indemnifying parties will reimburse the indemnified party for the costs of defending against the Third Party Claim expenses (including reasonable attorneys' fees attorney’s fees) incurred in connection with or as a consequence of such activities. (b) the Parties shall use commercially reasonable efforts to cooperate to address and expenses)resolve such dispute or litigation in a mutually acceptable way, including, with respect to infringement or violation of any patent or other intellectual property right of any Third Party, without limitation, obtaining a license if practical and/or endeavoring to Manufacture the API in a non-infringing manner or have Orion relocate the Manufacture (if necessary through outsourcing to a Third Party) to a jurisdiction where the Manufacture of API does not infringe third party rights; and (c) Failing a solution referred to in b) above with respect to infringement or violation of any patent or other intellectual property right of any Third Party within twelve (12) months from the initiation of measures referred to in a) above, Customer shall have the right to purchase API from an alternative supplier as set out and further described in Section 11 below until the infringement issue has been resolved.

Matters Involving Third Parties. (a) If any third party shall will notify any indemnified party Party (the "INDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which that may give rise to a claim for indemnification against any indemnifying party other Party (the "INDEMNIFYING PARTY") under this Section 7, then the indemnified party shall Indemnified Party will promptly notify each indemnifying party thereof Indemnifying Party in writing. Delay on the part of the Indemnified Party in notifying any Indemnifying Party will not relieve the Indemnifying Party from their obligation unless (and then solely to the extent) the Indemnifying Party is prejudiced. (b) Any indemnifying party Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: as (i) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 15 days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against the entirety of any Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of or caused by the Third Party Claim; , (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice materially adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiv) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (c) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b) above7.4(b), (i) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (ii) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (iii) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event If any of the conditions in Section 7.5(b7.4(b) and 7.5(c) above are is not or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instanceis no longer satisfied, (i) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, subject to the prior written or obtain any consent of the indemnifying partyfrom, which consent shall not to be unreasonably withheld or delayed and any Indemnifying Party), (ii) the indemnifying parties Indemnifying Parties will reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (iii) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (ai) If any third party shall notify any indemnified party Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying party other Party (the "Indemnifying Party") under this Section 79, then the indemnified party Indemnified Party shall promptly notify each indemnifying party the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (bii) Any indemnifying party Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 15 days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against the entirety of any Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice materially adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiE) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (ciii) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b9(d)(ii) above, (iA) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (iiB) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (C) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (div) In the event any of the conditions in Section 7.5(b) and 7.5(c9(d)(ii) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, subject to or obtain any consent from, the prior written consent of the indemnifying partyIndemnifying Party in connection therewith), which consent shall not to be unreasonably withheld or delayed and (iiB) the indemnifying parties Indemnifying Party will reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 9. (v) A claim by a Party for indemnification is the Party's only right to recover damages for breach of any provision of this Agreement.

Matters Involving Third Parties. (ai) If any third party shall notify any indemnified party Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any indemnifying party the other Party (the "Indemnifying Party") under this Section 79, then the indemnified party Indemnified Party shall promptly notify each indemnifying the Indemnifying party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (bii) Any indemnifying party The Indemnifying Party will have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: as (iA) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 15 days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party Indemnifying Party will indemnify the indemnified party Indemnified Party from and against the entirety of any Damages Adverse Consequences the indemnified party Indemnified Party may suffer resulting from from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; , (iiB) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice materially adverse effect on to the indemnified party; continuing business interests of the Indemnified Party, and (iiiE) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. If the indemnifying party assumes the defense of any such claim, the indemnifying party shall select counsel reasonably acceptable to the indemnified party to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to such Third Party Claim. (ciii) So long as the indemnifying party Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 7.5(b8 (d) (ii) above, (iA) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim and Claim, (iiB) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, which consent shall Indemnifying Party (not to be unreasonably withheld or delayed. Each indemnified party shallunreasonably), and shall cause each (C) the Indemnifying Party will not consent to the entry of its affiliates, directors, officers, employees and agents to, cooperate fully any judgment or enter into any settlement with respect to the indemnifying party in the defense of such Third Party Claim being defended by without the indemnifying party pursuant prior written consent of the Indemnified Party (not to Section 7.5(bbe withheld unreasonably), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (div) In the event any of the conditions in Section 7.5(b8 (d) and 7.5(c(ii) above are is or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instancebecomes unsatisfied, however, (iA) the indemnified party will have the right to Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriateappropriate (and the Indemnified Party need not consult with, subject to or obtain any consent from, the prior written consent of the indemnifying partyIndemnifying Party in connection therewith), which consent shall not to be unreasonably withheld or delayed and (iiB) the indemnifying parties Indemnifying Party will reimburse the indemnified party Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses), and (C) the Indemnifying Party will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Section 8.

Matters Involving Third Parties. (a) If any third party shall notify any indemnified party Party (the “Indemnified Party”) with respect to any matter (a "“Third Party Claim"”) which that may give rise to a claim for indemnification against any indemnifying party another Party (the “Indemnifying Party”) under this Section 7§9, then the indemnified party Indemnified Party shall promptly notify each indemnifying party the Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (b) Any indemnifying party will The Indemnifying Party shall have the right to defend the indemnified party Indemnified Party against the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as: as (i) the indemnifying party Indemnifying Party notifies the indemnified party Indemnified Party in writing within 20 days after the indemnified party Indemnified Party has given notice of the Third Party Claim that the indemnifying party will Indemnifying Party shall indemnify the indemnified party from and against the entirety of any Damages the indemnified party may suffer resulting from or caused by the Indemnified Party in connection with such Third Party Claim; , (ii) settlement of, or an adverse judgment with respect to, the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief that is not, in the good faith judgment of the Indemnified Party, likely to have establish a material precedential custom or practice adverse effect on to the indemnified party; and continuing business interests of the Indemnified Party, (iii) the indemnifying party Indemnifying Party conducts the defense of the Third Party Claim actively and diligently, and (iv) the Indemnifying Party pays the fees and disbursements of such counsel with regards thereto. If Prior to the indemnifying party assumes time which the Indemnifying Party may assume the defense of any such claimhereunder, the indemnifying party shall select counsel reasonably acceptable Indemnified Party may take such actions as are necessary to preserve the indemnified party ability to conduct the defense of such Third Party Claim. If the indemnifying party shall have assumed the defense of any Third Party Claim in accordance with this Section 7.5(b), the indemnifying party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such Third Party Claim, without the prior consent of the indemnified party; provided, however, that: (i) the indemnifying party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; (ii) such settlement or judgment does not involve the encumbrance of any assets of the indemnified party or include any restriction that would apply to the indemnified party; and (iii) that a condition to any such settlement shall be a complete release of such indemnified party and its affiliates, directors, officers, employees and agents with respect to defend such Third Party Claim. (c) So long as Subject to the indemnifying party is conducting the defense provisions of the Third Party Claim in accordance with Section 7.5(b§9.4(b) above, (i) the indemnified party Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in (but not control) the defense of the Third Party Claim; provided, that the reasonable costs and expenses of one counsel (in addition to local counsel) to the Indemnified Party will be paid by the Indemnifying Party if (A) in the opinion of counsel to the Indemnified Party, a conflict of interest exists between the Indemnifying Party and any Indemnified Party or (B) the Third Party Claim and seeks nonmonetary relief, (ii) the indemnified party Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party, Indemnifying Party (which consent shall not to unreasonably be unreasonably withheld or delayed. Each indemnified party shallwithheld), and shall cause each of its affiliates, directors, officers, employees and agents to, cooperate fully with the indemnifying party in the defense of such Third Party Claim being defended by the indemnifying party pursuant to Section 7.5(b), including providing full access to documents, properties, books and records reasonably requested by the indemnifying party and make available all officers, directors, employees and indemnified parties reasonably requested by the indemnifying party for investigations, depositions and trial. (d) In the event any of the conditions in Section 7.5(b) and 7.5(c) above are or become unsatisfied or the indemnifying party does not assume the defense of such Third Party Claim in the first instance, (iiii) the indemnified party Indemnifying Party will have the right to defend against, and not consent to the entry of any judgment or enter into any settlement with respect to, to the Third Party Claim in any manner it reasonably may deem appropriate, subject to unless such settlement is for monetary payments only and a written agreement is obtained releasing the prior written consent of the indemnifying party, which consent shall not to be unreasonably withheld or delayed and (ii) the indemnifying parties will reimburse the indemnified party for the costs of defending against the Third Indemnified Party Claim (including reasonable attorneys' fees and expenses)from all liability thereunder.