Common use of Matters Involving Third Parties Clause in Contracts

Matters Involving Third Parties. (i) If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against the other Party (the “Indemnifying Party”) under this Section 8, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; which notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceeding; 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. (ii) If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information 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. (iii) Notwithstanding clause (ii) above, (x) the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the defense of any Third Party Claim if the Indemnified Party shall have been advised by counsel that there are one or more legal defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party, and, in the reasonable opinion of the Indemnified Party and its counsel, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party because such interests would be in conflict with those of the Indemnifying Party, or (y) if a Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims); provided, however, if the Indemnified Party assumes defense of such injunctive or equitable relief claim, the Indemnifying Party, subject to the provisions of this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnifying Party’s liability with respect to any settlement or compromise shall be subject to Section 8(d)(iv) below. In the event of a Third Party injunctive or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iii), subsection (y) shall control.

Matters Involving Third Parties. (ia) If any third party shall notify any Party notifies the Purchaser (the “"Indemnified Party”") with respect to any matter (a “Third Party Claim”) which may give rise to a claim (other than a Tax Claim) for indemnification against the other Party Seller (the “"Indemnifying Party”") under this Section 810.2, then the Indemnified Party shall promptly use reasonable efforts to notify the Indemnifying Party thereof promptly and in writing; which any event within ten days after receiving any written notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceedingfrom a third party; 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 (unless, and then solely to the extentextent that, the Indemnifying Party is actually prejudiced thereby. (b) Once the Indemnified Party has given notice of the matter to the Indemnifying Party, the Indemnified Party may, subject to the Indemnifying Party's rights to assume the defense of such matter pursuant to paragraph (c) below, defend against the matter in any manner it deems appropriate. (c) The Indemnifying Party may at any point in time choose to assume the defense of all of such matter, in which event: (i) the Indemnifying Party thereby is prejudiced.shall defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) If a Third the Indemnified Party Claim is made against an Indemnified Party, may retain separate counsel at its sole cost and expense (except that the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable responsible for the fees and expenses of one separate co-counsel employed by for all Indemnified Parties to the extent the Indemnified Party for any period during which is advised, in writing by its counsel, that either (x) the counsel the Indemnifying Party has not assumed the defense thereof selected has a conflict of interest, or (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s requesty) the provision to the Indemnifying Party of records and information 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. (iii) Notwithstanding clause (ii) above, (x) the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the defense of any Third Party Claim if the Indemnified Party shall have been advised by counsel that there are one or more legal defenses available to the Indemnified Party which that are different from or in addition additional to those available to the Indemnifying Party), and, in (iii) the reasonable opinion of Indemnifying Party shall reimburse the Indemnified Party and its counsel, counsel for the reasonable costs of defense or investigation for the period prior to the assumption of the defense. (d) Assumption of the defense of any matter by the Indemnifying Party could shall without further action constitute an irrevocable waiver by the Indemnifying Party of its right to claim at a later date that such third party action for which the defense was assumed is not adequately represent the interests of the a proper matter for indemnification pursuant to this Article X. (e) The Indemnified Party because such interests would be in conflict shall not consent to the entry of a judgment or enter into any settlement with those respect to any matter which may give rise to a claim for indemnification without the written consent of the Indemnifying Party, which consent may not be unreasonably withheld or (y) if a Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims)delayed; provided, however, that if the Indemnifying Party has failed to provide indemnification required to be provided pursuant to this Article X for fifteen days after a request therefor, then the Indemnified Party assumes defense may take any such action without the consent of such injunctive or equitable relief claim, the Indemnifying Party, subject . (f) The Indemnifying Party shall not consent to the provisions entry of this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnifying Party’s liability a judgment with respect to any matter which may give rise to a claim for indemnification or enter into any settlement which does not include a provision whereby the plaintiff or compromise shall claimant in the matter releases the Indemnified Party from all liability with respect thereto, without the written consent of the Indemnified Party (not to be subject to Section 8(d)(iv) below. In the event of a Third Party injunctive unreasonably withheld or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iiidelayed), subsection (y) shall control.

Matters Involving Third Parties. (ia) If any third party shall notify any Party notifies a party to this Agreement (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against the other Party another party to this Agreement (the “Indemnifying Party”) under this Section 8Article VII, then the Indemnified Party shall promptly use reasonable efforts to notify the Indemnifying Party thereof promptly and in writing; which any event within ten days after receiving any written notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceedingfrom a third party; 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 (unless, and then solely to the extentextent that, the Indemnifying Party is actually prejudiced thereby. (b) Once the Indemnified Party has given notice of the matter to the Indemnifying Party, the Indemnified Party may, subject to the Indemnifying Party’s rights to assume the defense of such matter pursuant to paragraph (c) below, defend against the matter in any manner it deems appropriate. (c) The Indemnifying Party may at any point in time choose to assume the defense of all of such matter, in which event: (i) the Indemnifying Party thereby is prejudiced.shall defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) If a Third the Indemnified Party Claim is made against an Indemnified Party, may retain separate counsel at its sole cost and expense (except that the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable responsible for the fees and expenses of one separate co-counsel employed by for all Indemnified Parties to the extent the Indemnified Party for any period during which is advised, in writing by its counsel, that either (x) the counsel the Indemnifying Party has not assumed the defense thereof selected has a conflict of interest, or (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s requesty) the provision to the Indemnifying Party of records and information 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. (iii) Notwithstanding clause (ii) above, (x) the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the defense of any Third Party Claim if the Indemnified Party shall have been advised by counsel that there are one or more legal defenses available to the Indemnified Party which that are different from or in addition additional to those available to the Indemnifying Party), and, in (iii) the reasonable opinion of Indemnifying Party shall reimburse the Indemnified Party and its counsel, counsel for the reasonable costs of defense or investigation for the period prior to the assumption of the defense. (d) Assumption of the defense of any matter by the Indemnifying Party could shall without further action constitute an irrevocable waiver by the Indemnifying Party of its right to claim at a later date that such third party action for which the defense was assumed is not adequately represent the interests of the a proper matter for indemnification pursuant to this Article VII. (e) The Indemnified Party because such interests would be in conflict shall not consent to the entry of a judgment or enter into any settlement with those respect to any matter which may give rise to a claim for indemnification without the written consent of the Indemnifying Party, which consent may not be unreasonably withheld or (y) if a Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims)delayed; provided, however, that if the Indemnifying Party has failed to provide indemnification required to be provided pursuant to this Article VII for fifteen days after a request therefor, then the Indemnified Party assumes defense may take any such action without the consent of such injunctive or equitable relief claim, the Indemnifying Party, subject . (f) The Indemnifying Party shall not consent to the provisions entry of this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnifying Party’s liability a judgment with respect to any matter which may give rise to a claim for indemnification or enter into any settlement which does not include a provision whereby the plaintiff or compromise shall claimant in the matter releases the Indemnified Party from all liability with respect thereto, without the written consent of the Indemnified Party (not to be subject to Section 8(d)(iv) below. In the event of a Third Party injunctive unreasonably withheld or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iiidelayed), subsection (y) shall control.

Matters Involving Third Parties. (i) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which that may give rise to a claim for indemnification against the any other Party (the “"Indemnifying Party”") under this Section 811, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; which notice , provided that failure to so notify shall provide reasonable detail and specificity as not affect any rights or remedies hereunder with respect to indemnification for Adverse Consequences except to the claim extent that the Indemnifying Party is materially prejudiced thereby. (ii) Any Indemnifying Party will have the right to assume and thereafter conduct the defense of the Third Party Claim at his or proceeding its sole cost and expense with counsel of his or its choice, which counsel must be reasonably satisfactory to the amount of damages sought in such claim Indemnified Party, provided that it or proceedinghe thereafter diligently conducts the defense thereof; provided, however, that no delay on the part Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party in notifying the (not to be withheld unreasonably). The Indemnifying Party shall relieve give notice of its or his intention is assuming the Indemnifying Party defense of a third party claim within thirty (30) days of receipt of notice of such claim from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudicedIndemnified Party. (iiiii) If a Third Party Claim is made against an The Indemnified Party, the Indemnifying Party shall be entitled to participate in (but not control) the defense thereof andof any such action, if it so chooses, with its counsel and at its own expense. If the Indemnifying Party does not assume or fails to assume conduct in a diligent manner the defense thereof with counsel selected by of any such claim or litigation resulting therefrom, the Indemnified Party may defend against such claim or litigation, all at the expense of the Indemnifying Party. Should , subject to the limits on the Indemnifying Party so elect to assume the defense of a Third Party ClaimParty's obligations under this Section 11, the Indemnifying Party who shall not be liable to the Indemnified Party for any legal promptly reimburse all such reasonable costs and expenses subsequently as incurred by the Indemnified Party (including settlement costs). Each party agrees to cooperate fully with the other, such cooperation to include, without limitation, attendance at depositions and the provision of relevant documents as may be reasonably requested by the Indemnifying Party, provided that the Indemnifying Party will hold the Indemnified Party harmless from all of its reasonable expenses, including reasonable attorney's fees, incurred in connection with such cooperation by the defense thereofIndemnified Party. If Notwithstanding the foregoing, in the event that the Indemnified Party reasonably determines in good faith that its interest with respect to such claim cannot appropriately be represented by the Indemnifying Party assumes due to an actual conflict of interest, such defense, the Indemnified Party shall have the right to participate in assume control of the defense thereof of, and to employ counselcompromise or settle, such claim (exercising reasonable business judgment) at its own expense, separate from the counsel employed by the Indemnifying Party's expense; provided; however, it being understood that any compromise or settlement shall be subject to the Indemnifying Party Party's consent, which consent shall control such defense. The not be unreasonably withheld, and the limits on the Indemnifying Party shall be liable for the fees and expenses of counsel employed by Party's obligations under this Section 11. (iv) In no event will the Indemnified Party for consent to the entry of any period during which the Indemnifying Party has not assumed the defense thereof (other than during judgment or enter into any period in which the Indemnified Party shall have failed settlement with respect to give notice of the Third Party Claim as provided above). If without the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information 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. (iii) Notwithstanding clause (ii) above, (x) the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the defense consent of any Third Party Claim if the Indemnified Party shall have been advised by counsel that there are one or more legal defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party, and, in the reasonable opinion of the Indemnified Party and its counsel, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party because such interests would be in conflict with those each of the Indemnifying Party, or Parties (y) if a Third Party claim seeks injunctive or equitable relief in addition not to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claimswithheld unreasonably); provided, however, if the Indemnified Party assumes defense of such injunctive or equitable relief claim, the Indemnifying Party, subject to the provisions of this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnifying Party’s liability with respect to any settlement or compromise shall be subject to Section 8(d)(iv) below. In the event of a Third Party injunctive or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iii), subsection (y) shall control.

Matters Involving Third Parties. (i) 7.4.1 If any third third-party shall notify notifies any Party (the “Indemnified Party”) with respect to of any matter (including any Proceeding by or in respect of such third party) (a “Third Third-Party Claim”) which that may give rise to a claim for indemnification against the any other Party (the “Indemnifying Party”) under this Section 8Article 7, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writingthereof; which notice shall provide reasonable detail and specificity as to provided that the claim or proceeding and the amount of damages sought in such claim or proceeding; provided, however, that no delay on the part failure of the Indemnified Party in notifying to give such prompt notice shall not relieve the Indemnifying Party of its obligations under this Article 7 except to the extent (if any) that the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudicedhave been actually materially prejudiced thereby. (ii) If a Third Party Claim is made against an 7.4.2 The Indemnified Party, the Indemnifying Party shall be entitled to participate in determine and conduct the investigation, defense thereof andand the settlement, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense adjustment or compromise of a Third any Third-Party Claim, . All of the Indemnifying Party shall not be liable to the Indemnified Party for any legal reasonable costs and expenses subsequently incurred by the Indemnified Party in connection with such investigation, defense, settlement or resolution of such claim and the defense thereof. If enforcement and protection of its rights under this Agreement in respect thereof (including reasonable attorneys’ fees, other professionals’ and experts’ fees and court or arbitration costs) (“Defense Expense Amounts”) shall be included in the Losses for which the Indemnified Party may seek indemnification pursuant to a claim hereunder, and all Defense Expense Amounts shall be indemnified hereunder regardless of whether it is ultimately determined that such Third-Party Claim itself is indemnifiable hereunder. 7.4.3 The Indemnifying Party shall have the right to receive copies of all pleadings, notices and material written communications with the third party claimant or its counsel with respect to the Third-Party Claim (to the extent that receipt of such documents by the Indemnifying Party assumes does not affect any privilege relating to the Indemnified Party and subject to execution by the Indemnifying Party of a standard non-disclosure agreement to the extent that such defensematerials contain confidential or proprietary information). The Indemnifying Party may participate in the defense of the Third-Party Claim at its own expense (provided the Indemnifying Party may not unilaterally submit or file any pleadings or motions or subpoena any witnesses in any Proceeding related to such Third-Party Claim. However, the Indemnified Party shall have the right in its sole discretion to participate in ultimately determine and conduct the defense thereof of the Third-Party Claim and the settlement, adjustment or compromise of the Third-Party Claim, so long as such determinations are commercially reasonable. 7.4.4 No settlement, adjustment or compromise of any such Third-Party Claim with any third-party claimant shall be determinative of the amount of Losses relating to employ counselsuch matter, at its own expenseexcept for any such settlement, separate from adjustment or compromise entered into with the counsel employed by consent of the Indemnifying Party, it being understood that which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to have been given if (i) the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which unreasonably withholds its consent, or (ii) the Indemnifying Party has not assumed objected within 15 days after a written request for such consent by Indemnified Party. In the defense thereof (other than during event that the Indemnifying Party has consented to any period in which such settlement, adjustment or compromise, the Indemnified Indemnifying Party shall have failed no power or authority to give notice object under any provision of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision this Article 7 to the Indemnifying Party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation amount of any material provided hereunder. (iii) Notwithstanding clause (ii) above, (x) the Indemnified Party may, claim by prior written notice to the Indemnifying Party, assume the defense of any Third Party Claim if the Indemnified Party shall have been advised by counsel that there are one or more legal defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party, and, in the reasonable opinion on behalf of the Indemnified Party and its counsel, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party because such interests would be in conflict with those of the Indemnifying Party, or (y) if a Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims); provided, however, if the Indemnified Party assumes defense of such injunctive or equitable relief claim, the Indemnifying Party, subject to the provisions of this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnifying Party’s liability with respect to any settlement Losses related to, arising out of or compromise shall be subject to Section 8(d)(iv) below. In the event of a Third Party injunctive in connection with such settlement, adjustment or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iii), subsection (y) shall controlcompromise.

Matters Involving Third Parties. (i) If any third party shall notify notifies any 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 the any other Party (the “Indemnifying Party”) under this Section 8, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; which notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceeding; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is actually and materially prejudiced. (ii) If a Third Party Claim is made against an Indemnified Party, the Any Indemnifying Party shall be entitled to participate in will have the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect right to assume the defense of a Third the Third-Party Claim, the Indemnifying Party shall not be liable Claim with counsel of its choice reasonably satisfactory to the Indemnified Party for any legal expenses subsequently incurred by providing written notice to the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, within fifteen (15) days after the Indemnified Party shall have has given notice of the right Third-Party Claim to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party; provided, it being understood however, that the Indemnifying Party shall control conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights to assume the defense of such defenseThird-Party Claim. The Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in 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 for may take any period during which actions reasonably necessary to defend such Third Party Claim prior to the time that it receives notice from the Indemnifying Party has not assumed that it will assume the defense thereof (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information the Indemnifying Party shall reimburse the Indemnified Party for any expenses, including fees and explanation expenses of any material provided hereundercounsel, incurred in connection with such defense promptly upon written request therefor. (iii) Notwithstanding clause (iiSo 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, (xA) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld) unless the judgment or proposed 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 unconditional release of the Indemnified Party from all liability in respect of such Third Party Claim and (IV) does not include a statement or admission of fault, culpability or failure to act by or on behalf of the Indemnified Party, and (B) the Indemnified Party may, by will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written notice to consent of the Indemnifying Party, assume Party (not to be unreasonably withheld). (iv) In the event none of the Indemnifying Parties assumes and conducts the defense of any Third the Third-Party Claim if in accordance with Section 8(d)(ii) above, however, (A) the Indemnified Party shall have been advised by counsel that there are one may defend against, and consent to the entry of any judgment on or more legal defenses available to enter into any settlement with respect to, such Third-Party Claim in any manner he, she, or it reasonably deems appropriate (and the Indemnified Party which are different from need not consult with, or obtain any consent from, any Indemnifying Party in addition to those available to connection therewith), and (B) the Indemnifying PartyParties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, andarising out of, relating to, in the reasonable opinion of the Indemnified Party and its counsel, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party because such interests would be in conflict with those of the Indemnifying Partynature of, or (y) if a Third caused by the Third-Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice Claim to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim fullest extent provided in this Section 8. (but not the monetary damages claims); provided, however, if the Indemnified Party assumes defense of such injunctive or equitable relief claim, the Indemnifying Party, subject to v) If there shall be any conflicts between the provisions of this Section 88(d) and Section 9(f) (relating to Tax contests), the provisions of Section 9(f) shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnifying Party’s liability control with respect to any settlement or compromise shall be subject to Section 8(d)(iv) below. In the event of a Third Party injunctive or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iii), subsection (y) shall controlTax contests.

Matters Involving Third Parties. (ia) If any third party shall notify any Party notifies a party to this Agreement (the “‘‘Indemnified Party”’’) with respect to any matter (a “Third Party Claim”) which may give rise to a claim (other than a Tax Claim) for indemnification against the other Party another party to this Agreement (the “‘‘Indemnifying Party”’’) under this Section 8Article VII, then the Indemnified Party shall promptly use reasonable efforts to notify the Indemnifying Party thereof promptly and in writing; which any event within ten days after receiving any written notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceedingfrom a third party; 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 (unless, and then solely to the extentextent that, the Indemnifying Party is actually prejudiced thereby. (b) Once the Indemnified Party has given notice of the matter to the Indemnifying Party, the Indemnified Party may, subject to the Indemnifying Party’s rights to assume the defense of such matter pursuant to paragraph (c) below, defend against the matter in any manner it deems appropriate. (c) The Indemnifying Party may at any point in time choose to assume the defense of all of such matter, in which event: (i) the Indemnifying Party thereby is prejudiced.shall defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) If a Third the Indemnified Party Claim is made against an Indemnified Party, may retain separate counsel at its sole cost and expense (except that the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable responsible for the fees and expenses of one separate co-counsel employed by for all Indemnified Parties to the extent the Indemnified Party for any period during which is advised, in writing by its counsel, that either (x) the counsel the Indemnifying Party has not assumed the defense thereof selected has a conflict of interest, or (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s requesty) the provision to the Indemnifying Party of records and information 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. (iii) Notwithstanding clause (ii) above, (x) the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the defense of any Third Party Claim if the Indemnified Party shall have been advised by counsel that there are one or more legal defenses available to the Indemnified Party which that are different from or in addition additional to those available to the Indemnifying Party), and, in (iii) the reasonable opinion of Indemnifying Party shall reimburse the Indemnified Party and its counsel, counsel for the reasonable costs of defense or investigation for the period prior to the assumption of the defense. (d) Assumption of the defense of any matter by the Indemnifying Party could shall without further action constitute an irrevocable waiver by the Indemnifying Party of its right to claim at a later date that such third party action for which the defense was assumed is not adequately represent the interests of the a proper matter for indemnification pursuant to this Article VII. (e) The Indemnified Party because such interests would be in conflict shall not consent to the entry of a judgment or enter into any settlement with those respect to any matter which may give rise to a claim for indemnification without the written consent of the Indemnifying Party, which consent may not be unreasonably withheld or (y) if a Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims)delayed; provided, however, that if the Indemnifying Party has failed to provide indemnification required to be provided pursuant to this Article VII for fifteen days after a request therefor, then the Indemnified Party assumes defense may take any such action without the consent of such injunctive or equitable relief claim, the Indemnifying Party, subject . (f) The Indemnifying Party shall not consent to the provisions entry of this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnifying Party’s liability a judgment with respect to any matter which may give rise to a claim for indemnification or enter into any settlement which does not include a provision whereby the plaintiff or compromise shall claimant in the matter releases the Indemnified Party from all liability with respect thereto, without the written consent of the Indemnified Party (not to be subject to Section 8(d)(iv) below. In the event of a Third Party injunctive unreasonably withheld or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iiidelayed), subsection (y) shall control.

Matters Involving Third Parties. (ia) If any third party shall notify notifies any Party party hereto (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against the other Party party hereto (the “Indemnifying Party”) under this Section 8Article IX, then the Indemnified Party shall promptly use reasonable efforts to notify the Indemnifying Party thereof promptly and in writing; which any event within ten (10) calendar days after receiving any written notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceedingfrom a third party; 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 (unless, and then solely to the extentextent that, the Indemnifying Party is actually prejudiced thereby. (b) Once the Indemnified Party has given notice of the matter to the Indemnifying Party, the Indemnified Party may, subject to the Indemnifying Party’s rights to assume the defense of such matter pursuant to paragraph (c) below, defend against the matter in any manner it deems appropriate. (c) The Indemnifying Party may at any point in time choose to assume the defense of all of such matter, in which event: (i) the Indemnifying Party thereby is prejudiced.shall defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) If a Third the Indemnified Party Claim is made against an Indemnified Party, may retain separate counsel at its sole cost and expense (except that the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable responsible for the fees and expenses of one separate co-counsel employed by for all Indemnified Parties to the extent the Indemnified Party for any period during which is advised, in writing by its counsel, that either (x) the counsel the Indemnifying Party has not assumed the defense thereof selected has a conflict of interest, or (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s requesty) the provision to the Indemnifying Party of records and information 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. (iii) Notwithstanding clause (ii) above, (x) the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the defense of any Third Party Claim if the Indemnified Party shall have been advised by counsel that there are one or more legal defenses available to the Indemnified Party which that are different from or in addition additional to those available to the Indemnifying Party), and, in (iii) the reasonable opinion of Indemnifying Party shall reimburse the Indemnified Party and its counsel, counsel for the reasonable costs of defense or investigation for the period prior to the assumption of the defense. (d) Assumption of the defense of any matter by the Indemnifying Party could shall without further action constitute an irrevocable waiver by the Indemnifying Party of its right to claim at a later date that such third party action for which the defense was assumed is not adequately represent the interests of the a proper matter for indemnification pursuant to this Article IX. (e) The Indemnified Party because such interests would be in conflict shall not consent to the entry of a judgment or enter into any settlement with those respect to any matter which may give rise to a claim for indemnification without the written consent of the Indemnifying Party, which consent may not be unreasonably withheld or delayed. (yf) if a Third The Indemnifying Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice shall not consent to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims); provided, however, if the Indemnified Party assumes defense entry of such injunctive or equitable relief claim, the Indemnifying Party, subject to the provisions of this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnifying Party’s liability a judgment with respect to any matter which may give rise to a claim for indemnification or enter into any settlement which does not include a provision whereby the plaintiff or compromise shall claimant in the matter releases the Indemnified Party from all liability with respect thereto, without the written consent of the Indemnified Party (not to be subject to Section 8(d)(iv) below. In the event of a Third Party injunctive or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iiiunreasonably withheld), subsection (y) shall control.

Matters Involving Third Parties. (i) If any third party shall notify any Party Person entitled to indemnification hereunder (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may that is reasonably expected to give rise to a claim for indemnification against the other Party General Partner or Subscriber, as applicable (the “"Indemnifying Party”") under this Section 8Thirteenth, then the Indemnified Party shall promptly (and in any event within ten Business Days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing; which notice . Failure to notify the Indemnifying Party shall provide reasonable detail and specificity as not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party, except to the extent the defense of such claim or proceeding is materially prejudiced by the Indemnified Party's failure to give such notice. (ii) The Indemnifying Party shall 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 and the amount Indemnifying Party shall have full control of damages sought in such claim defense and proceedings, including any compromise or proceedingsettlement thereof; provided, however, that no delay the Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim which provides for or results in any payment by or Liability of the Indemnified Party of or for any damages or other amount, any encumbrance on any property of the Indemnified Party, any finding of responsibility or liability on the part of the Indemnified Party in notifying or any sanction or injunction of, restriction upon the conduct of any business by, or other equitable relief upon the Signature Page to Subscription Agreement Indemnified Party without the prior written consent of the Indemnified Party (not to be unreasonably withheld). If the Indemnifying Party shall relieve assumes and thereafter conducts the defense of the Third Party Claim, the Indemnifying Party from any obligation hereunder unless (and then solely will not have to pay the extent) cost of counsel of the Indemnifying Party thereby is prejudiced. (ii) If a Third Party Claim is made against an Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to participate defend or control the defense of any Third Party Claim if (I) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or in the defense thereof and, if it so chooses, case of any non-criminal Proceeding by a Governmental Body that would reasonably be expected to assume materially and adversely affect the defense thereof with counsel selected operations or conduct of the Partnership; (II) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party; (III) upon petition by the Indemnifying Indemnified Party. Should , the appropriate court rules that the Indemnifying Party so elect failed or is failing to assume vigorously prosecute or defend such Third Party Claim; (IV) the Indemnified Party reasonably believes that the Losses relating to such Third Party Claim could exceed the maximum amount that such Indemnified Party could then be entitled to recover under the applicable provisions of this Section Thirteenth; or (V) the Indemnifying Party does not provide the Indemnified Party with reasonable evidence that the Indemnifying Party has the financial resources to defend such Third Party Claim and to fulfill its indemnification obligations under this Section Thirteenth. (iii) Unless and until the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate. After the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Indemnified Party may participate in such defense with counsel of its choosing at the Indemnified Party's expense. (iv) In no event shall not be liable to the Indemnified Party for consent to the entry of any legal expenses subsequently incurred by the Indemnified Party in connection judgment or enter into any settlement with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right respect to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If without the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information 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. (iii) Notwithstanding clause (ii) above, (x) the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the defense of any Third Party Claim if the Indemnified Party shall have been advised by counsel that there are one or more legal defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party, and, in the reasonable opinion of the Indemnified Party and its counsel, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party because such interests would be in conflict with those consent of the Indemnifying Party, or (y) if a Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would consent shall not be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims); provided, however, if the Indemnified Party assumes defense of such injunctive or equitable relief claim, the Indemnifying Party, subject to the provisions of this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnifying Party’s liability with respect to any settlement or compromise shall be subject to Section 8(d)(iv) below. In the event of a Third Party injunctive or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iii), subsection (y) shall controlunreasonably withheld.

Matters Involving Third Parties. (i) If In the event that an Indemnified Party desires to make a claim against an Indemnifying Party under Section 10.8 in connection with any Proceeding at any time instituted against or made upon an Indemnified Party by any third party shall notify any for which an Indemnified Party (the “Indemnified Party”) with respect to any matter may seek indemnification hereunder (a “Third Party Claim”) which may give rise to a claim for indemnification against the other Party (the “Indemnifying Party”) under this Section 8), then the such Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; which notice of such Third Party Claim and of the Indemnified Party’s claim of indemnification with respect thereto. The failure to so notify the Indemnifying Party shall provide reasonable detail and specificity as not relieve the Indemnifying Party of its obligations hereunder except to the claim or proceeding and extent such failure adversely prejudices the amount Indemnifying Party’s ability to defend such claim. The Indemnifying Party shall have thirty (30) days after receipt of damages sought in such claim or proceeding; provided, however, that no delay on the part of notice to notify the Indemnified Party in notifying writing if it has elected to undertake, conduct and control, through counsel of their own choosing (subject to the consent of the Indemnified Party, such consent not to be unreasonably withheld, conditioned or delayed) and at its sole risk and expense, the good faith settlement or defense of such Third Party Claim, and the Indemnified Party shall reasonably cooperate with the Indemnifying Party shall relieve in connection therewith; provided: (a) all settlements require the Indemnifying prior reasonable consultation with the Indemnified Party from any obligation hereunder unless (and then solely to the extent) prior written consent of the Indemnifying Party thereby is prejudiced. (ii) If a Third Party Claim is made against an Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, and (b) the Indemnifying Indemnified Party shall be entitled to participate in the such settlement or defense thereof and, if it so chooses, to assume the defense thereof with through counsel selected chosen by the Indemnifying Indemnified Party, provided that the fees and expenses of such counsel shall be borne by the Indemnified Party. Should So long as the Indemnifying Party so elect to assume is contesting any such Third Party Claim in good faith, the defense of a Indemnified Party shall not pay or settle any such Third Party Claim; provided, however, that notwithstanding the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defenseforegoing, the Indemnified Party shall have the right to participate pay or settle any such Third Party Claim at any time, provided that in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed such event they shall waive any right of indemnification therefor by the Indemnifying Party, it being understood that . If the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for does not make a timely election to undertake the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the good faith defense thereof (other than during any period in which the Indemnified Party shall have failed to give notice or settlement of the Third Party Claim as provided above). If aforesaid, or if the Indemnifying Party chooses fails to defend or prosecute a Third Party Claim, all proceed with the indemnified parties shall cooperate in the good faith defense or prosecution thereof. Such cooperation shall include settlement of the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information that are reasonably relevant to matter after making such Third Party Claimelection, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (iii) Notwithstanding clause (ii) abovethen, (x) the Indemnified Party mayin either such event, by prior written notice to the Indemnifying Party, assume the defense of any Third Party Claim if the Indemnified Party shall have been advised by counsel the right to contest, settle or compromise (provided that there are one all settlements or more legal defenses available to compromises require the Indemnified Party which are different from or in addition to those available to the Indemnifying Party, and, in the prior reasonable opinion of the Indemnified Party and its counsel, counsel for consultation with the Indemnifying Party could not adequately represent and the interests of the Indemnified Party because such interests would be in conflict with those prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or (ydelayed) if a the Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement Claim at their exclusive discretion, at the Indemnified Party may, by prior written notice to risk and expense of the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims); provided, however, if the Indemnified Party assumes defense of such injunctive or equitable relief claim, the Indemnifying Party, subject to the provisions of this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnifying Party’s liability with respect to any settlement or compromise shall be subject to Section 8(d)(iv) below. In the event of a Third Party injunctive or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iii), subsection (y) shall control.

Matters Involving Third Parties. (ia) If any third Proceeding shall be instituted, or any claim or demand made, against an indemnified party shall notify any Party or a party which proposes to assert that the provisions of this Article IX apply (the “Indemnified Party”) with respect such Indemnified Party shall give prompt written notice of the claim to any matter (a “Third Party Claim”) which may give rise the party obliged or alleged to a claim for indemnification against the other be so obliged to indemnify such Indemnified Party (the “Indemnifying Party”) under this Section 8, then the Indemnified Party shall promptly ). The omission to so notify the Indemnifying Party thereof shall not relieve such Indemnifying Party from any duty to indemnify in writing; which respect of such claim unless the omission to notify materially prejudice the ability of the Indemnifying Party to participate in or assume the defense of such claim. After any Indemnifying Party has received notice from an Indemnified Party that a claim has been asserted against such Indemnified Party, the Indemnifying Party shall provide reasonable detail and specificity as promptly pay to the claim or proceeding and Indemnified Party the amount of damages sought such Damages in such claim or proceedingaccordance with and subject to the provisions of this Section 9.4; provided, however, that no delay on the part of the Indemnified Party such payment shall be due during any period in notifying which the Indemnifying Party shall relieve is contesting in good faith either its obligation to make such indemnification or the amount of Damages payable, or both. After any Indemnifying Party has received notice from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (ii) If a Third Party Claim is made against an Indemnified PartyParty that a claim has been asserted against it by a third party, the Indemnifying Party shall be entitled have the right, upon giving written notice to the Indemnified Party, to participate in the defense thereof and, if it so chooses, of such claim and to elect to assume the defense thereof with counsel against the claim, at its own expense, through the Indemnified Party’s attorney or an attorney selected by the Indemnifying Party and approved by the Indemnified Party. Should , which approval shall not be unreasonably withheld or delayed; provided, however, that it shall be a condition to such election to assume such defense that (i) the Indemnifying Party so shall provide the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the claim and to fulfill its indemnification obligations hereunder, and (ii) the claim involves only money damages and does not seek an injunction or other equitable relief. If the Indemnifying Party fails to give prompt written notice of such election within thirty days of notice, then the Indemnifying Party shall be deemed to have elected not to assume the defense of such claim and the Indemnified Party may defend against the claim with its own attorney. The Indemnifying Party agrees that if it assumes such defense, it will conduct such defense actively and diligently. If the Indemnifying Party is conducting the defense of a claim, the Indemnified Party may retain separate co-counsel at its cost and expense and participate in such defense. (b) If the Indemnifying Party does not elect to participate in or to assume or is deemed to have elected not to assume the defense of a Third Party Claim, claim or in the Indemnifying Party shall not be liable event any of the conditions in the proviso to Section 9.4(a) above becomes unsatisfied then: (i) the Indemnified Party for any legal expenses subsequently incurred by alone shall have the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes right to conduct such defense, ; (ii) the Indemnified Party shall have the right to participate in the defense thereof compromise and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information 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. (iii) Notwithstanding clause (ii) above, (x) the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the defense of any Third Party Claim if the Indemnified Party shall have been advised by counsel that there are one or more legal defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party, andsettle, in good faith, the reasonable opinion of claim with the Indemnified Party and its counsel, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party because such interests would be in conflict with those prior consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed; (yiii) if a Third the Indemnifying Party claim seeks injunctive or equitable relief in addition to monetary damages will periodically reimburse the Indemnified Party for which it would be entitled costs (including reasonable legal fees), unless the Indemnifying Party is contesting the right of the Indemnified Party to indemnification under this Article IX; and (iv) if it is ultimately determined that the claim of loss which shall form the basis of such judgment or settlement is one that is validly an obligation of the Indemnifying Party that elected not to assume the defense, then such Indemnifying Party shall be bound by any ultimate judgment or settlement as to the existence and the amount of the claim and the amount of said judgment or settlement (including the costs and expenses of defending such claims) shall be conclusively deemed for all purposes of this Agreement to be a Liability on account of which the Indemnified Party may, by prior written notice is entitled to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims); provided, however, if the Indemnified Party assumes defense of such injunctive or equitable relief claim, the Indemnifying Party, subject to the provisions of this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnifying Party’s liability with respect to any settlement or compromise shall be subject to Section 8(d)(iv) below. In the event of a Third Party injunctive or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iii), subsection (y) shall controlindemnified hereunder.

Matters Involving Third Parties. (ia) If any third party shall notify notifies any Party party hereto (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim (other than a Tax Claim) for indemnification against the other Party party hereto (the “Indemnifying Party”) under this Section 8Article X, then the Indemnified Party shall promptly use reasonable efforts to notify the Indemnifying Party thereof promptly and in writing; which any event within ten (10) days after receiving any written notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceedingfrom a third party; 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 (unless, and then solely to the extentextent that, the Indemnifying Party is actually and materially prejudiced thereby. (b) Once the Indemnified Party has given notice of the matter to the Indemnifying Party, the Indemnified Party may, subject to the Indemnifying Party’s rights to assume the defense of such matter pursuant to this Section 10.4, defend against the matter in any manner it deems appropriate. (c) The Indemnifying Party may at any point in time choose to assume the defense of all of such matter, in which event: (i) the Indemnifying Party thereby is prejudiced.shall defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party; (ii) If a Third the Indemnified Party Claim is made against an Indemnified Party, may retain separate counsel at its sole cost and expense (except that the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable responsible for the fees and expenses of one separate co-counsel employed by in each applicable jurisdiction for all Indemnified Parties to the extent the Indemnified Party for any period during which is advised, in writing by its counsel, that either (x) the counsel the Indemnifying Party has not assumed the defense thereof selected has a conflict of interest or (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s requesty) the provision to the Indemnifying Party of records and information 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. (iii) Notwithstanding clause (ii) above, (x) the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the defense of any Third Party Claim if the Indemnified Party shall have been advised by counsel that there are one or more legal defenses available to the Indemnified Party which that are materially different from or in addition additional to those available to the Indemnifying Party, ); and, in (iii) the reasonable opinion of Indemnifying Party shall reimburse the Indemnified Party and its counsel, counsel for the reasonable costs of defense or investigation for the period prior to the assumption of the defense. (d) Assumption of the defense of any matter by the Indemnifying Party could shall constitute a waiver by the Indemnifying Party of its right to claim at a later date that such third party action for which the defense was assumed is not adequately represent the interests of the a proper matter for indemnification pursuant to this Article X. (e) The Indemnified Party because such interests would be in conflict shall not consent to the entry of a judgment or enter into any settlement with those respect to any matter which may give rise to a claim for indemnification without the written consent of the Indemnifying Party, which consent may not be unreasonably withheld or (y) if a Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims)delayed; provided, however, that if the Indemnifying Party has failed to provide indemnification required to be provided pursuant to this Article X for thirty (30) days after a request therefor, then the Indemnified Party assumes defense may take any such action without the consent of such injunctive or equitable relief claim, the Indemnifying Party, subject to the provisions of this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by Party (provided that the Indemnified Party in defending, compromising or settling such claim; provided that must give the Indemnifying Party’s liability Party at least ten (10) days prior notice of such action). (f) The Indemnifying Party shall not consent to the entry of a judgment or enter into any settlement with respect to any matter which may give rise to a claim for indemnification or enter into any settlement which does not include a provision whereby the plaintiff or compromise shall be subject to Section 8(d)(iv) below. In claimant in the event matter releases the Indemnified Party from all liability with respect thereto, without the written consent of a Third Party injunctive or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iii), subsection (y) shall controlthe Indemnified Party.

Matters Involving Third Parties. (ia) If any third party shall notify any Party notifies a party to this Agreement (the “Indemnified Party”"INDEMNIFIED PARTY") with respect to any matter (a “Third Party Claim”) which may give rise to a claim (other than a Tax Claim) for indemnification against the other Party another party to this Agreement (the “Indemnifying Party”"INDEMNIFYING PARTY") under this Section 8Article VII, then the Indemnified Party shall promptly use reasonable efforts to notify the Indemnifying Party thereof promptly and in writing; which any event within ten days after receiving any written notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceedingfrom a third party; 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 (unless, and then solely to the extentextent that, the Indemnifying Party is actually prejudiced thereby. (b) Once the Indemnified Party has given notice of the matter to the Indemnifying Party, the Indemnified Party may, subject to the Indemnifying Party's rights to assume the defense of such matter pursuant to paragraph (c) below, defend against the matter in any manner it deems appropriate. (c) The Indemnifying Party may at any point in time choose to assume the defense of all of such matter, in which event: (i) the Indemnifying Party thereby is prejudiced.shall defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) If a Third the Indemnified Party Claim is made against an Indemnified Party, may retain separate counsel at its sole cost and expense (except that the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable responsible for the fees and expenses of one separate co-counsel employed by for all Indemnified Parties to the extent the Indemnified Party for any period during which is advised, in writing by its counsel, that either (x) the counsel the Indemnifying Party has not assumed the defense thereof selected has a conflict of interest, or (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s requesty) the provision to the Indemnifying Party of records and information 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. (iii) Notwithstanding clause (ii) above, (x) the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the defense of any Third Party Claim if the Indemnified Party shall have been advised by counsel that there are one or more legal defenses available to the Indemnified Party which that are different from or in addition additional to those available to the Indemnifying Party), and, in (iii) the reasonable opinion of Indemnifying Party shall reimburse the Indemnified Party and its counsel, counsel for the reasonable costs of defense or investigation for the period prior to the assumption of the defense. (d) Assumption of the defense of any matter by the Indemnifying Party could shall without further action constitute an irrevocable waiver by the Indemnifying Party of its right to claim at a later date that such third party action for which the defense was assumed is not adequately represent the interests of the a proper matter for indemnification pursuant to this Article VII. (e) The Indemnified Party because such interests would be in conflict shall not consent to the entry of a judgment or enter into any settlement with those respect to any matter which may give rise to a claim for indemnification without the written consent of the Indemnifying Party, which consent may not be unreasonably withheld or (y) if a Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims)delayed; provided, however, that if the Indemnifying Party has failed to provide indemnification required to be provided pursuant to this Article VII for fifteen days after a request therefor, then the Indemnified Party assumes defense may take any such action without the consent of such injunctive or equitable relief claim, the Indemnifying Party, subject . (f) The Indemnifying Party shall not consent to the provisions entry of this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnifying Party’s liability a judgment with respect to any matter which may give rise to a claim for indemnification or enter into any settlement which does not include a provision whereby the plaintiff or compromise shall claimant in the matter releases the Indemnified Party from all liability with respect thereto, without the written consent of the Indemnified Party (not to be subject to Section 8(d)(iv) below. In the event of a Third Party injunctive unreasonably withheld or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iiidelayed), subsection (y) shall control.

Matters Involving Third Parties. (i) If any third party shall notify notifies any 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 the any other Party (the “Indemnifying Party”) under this Section 86, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; which notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceeding; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is prejudiced. (ii) If a Third . The Indemnifying Party Claim is made against an Indemnified Partyshall not have the right to conduct the defense or compromise and settle any such Third-Party Claim; however, the any Indemnifying Party shall be entitled to participate in the defense thereof andof such Third-Party Claim at such Indemnifying Party’s expense, if it so chooses, and at its option (subject to the limitations set forth below) shall be entitled to assume the defense thereof by appointing reputable counsel reasonably acceptable to the Indemnified Party to be the lead counsel in connection with such defense; provided that, prior to the Indemnifying Party assuming control of such defense it shall first verify to the Indemnified Party in writing that such Indemnifying Party shall be fully responsible (with no reservation of any rights) for all Liabilities relating to such claim for indemnification and that such Indemnifying Party shall provide full indemnification to the Indemnified Party with respect to such action, lawsuit, proceeding, investigation or other claim giving rise to such claim for indemnification hereunder; and provided further, that: (i) the Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel selected of its choice for such purpose; provided that the fees and expenses of such separate counsel shall be borne by the Indemnified Party (other than any fees and expenses of such separate counsel that are incurred prior to the date the Indemnifying Party effectively assumes control of such defense which, notwithstanding the foregoing, shall be borne by the Indemnifying Party. Should , and except that the Indemnifying Party so elect to assume shall pay all of the defense fees and expenses of such separate counsel if the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a Third conflict of interest between the Indemnifying Party Claim, and the Indemnified Party); (ii) the Indemnifying Party shall not be liable entitled to the Indemnified Party for any legal expenses subsequently incurred assume control of such defense (unless otherwise agreed to in writing by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party Party) and shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for pay the fees and expenses of counsel employed retained by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof if (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s requesti) the provision claim for indemnification relates to the Indemnifying Party of records and information that are reasonably relevant to such Third Party Claimor arises in connection with any criminal or quasi criminal proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (iii) Notwithstanding clause action, indictment, allegation or investigation; (ii) above, (x) the Indemnified Party may, by prior written notice reasonably believes an adverse determination with respect to the Indemnifying action, lawsuit, investigation, proceeding or other claim giving rise to such claim for indemnification could be detrimental to or injure the Indemnified Party, assume ’s reputation or future business prospects; (iii) the defense of any Third Party Claim if claim seeks an injunction or equitable relief against the Indemnified Party; (iv) the Indemnified Party shall have has been advised by counsel that there are one or more legal defenses available to a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party; (v) upon petition by the Indemnified Party an appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such claim; (vi) the claim is with respect to Taxes (and is not otherwise covered by Section 9.1(j) with respect to which are different from or in addition party controls), (vii) the Indemnified Party reasonably believes that the Indemnifying Party lacks the financial resources to those available satisfy any Losses relating to the claim; or (viii) the Indemnified Party reasonably believes that the Loss relating to the claim could exceed the maximum amount that such Indemnified Party could then be entitled to recover under the applicable provisions of this Section 6; (iii) if the Indemnifying PartyParty shall control the defense of any such claim, and, in the reasonable opinion Indemnifying Party shall obtain the prior written consent of the Indemnified Party before entering into any settlement of a claim or ceasing to defend such claim if, pursuant to or as a result of such settlement or cessation, the Indemnified Party will be obligated to pay any monetary damages, injunctive or other equitable relief will be imposed against the Indemnified Party or such settlement does not expressly and its counselunconditionally release the Indemnified Party from all Liabilities with respect to such claim, counsel for without prejudice; and (iv) if the Indemnifying Party could is not adequately represent entitled to, or does not, assume control of such defense pursuant to the interests preceding provisions of this Section, the Indemnified Party because shall control such interests would be in conflict with those of the Indemnifying Party, or (y) if a Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement defense without waiving any right that the Indemnified Party may, by prior written notice to may have against the Indemnifying Party, assume the right Party for indemnification pursuant to defend the injunctive or equitable relief claim (but not the monetary damages claims); provided, however, if the Indemnified Party assumes defense of such injunctive or equitable relief claim, the Indemnifying Party, subject to the provisions of this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnifying Party’s liability with respect to any settlement or compromise shall be subject to Section 8(d)(iv) below. In the event of a Third Party injunctive or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iii), subsection (y) shall controlSection.

Matters Involving Third Parties. (ia) If any third party shall notify notifies any Party party entitled to indemnity hereunder (the “"Indemnified Party”") with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against the other Party a party hereto (the “"Indemnifying Party”") under this Section 8Article VII (a "Third Party Claim"), then the Indemnified Party shall promptly use reasonable efforts to notify the Indemnifying Party thereof promptly and in writing; which any event within ten days after receiving any written notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceedingfrom a third party; 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 except to the extentextent that the Indemnifying Party is prejudiced thereby; provided further, however, in the case of Indemnified Parties pursuant to Section 7.2, such notice obligation shall be satisfied by notice to the Stockholder Representative. (b) Once the Indemnified Party has given notice of the matter to the Indemnifying Party, the Indemnified Party may, subject to the Indemnifying Party's rights to assume the defense of such matter pursuant to paragraph (c) below, defend against the matter in any manner it reasonably deems appropriate. (c) The Indemnifying Party may at any point in time choose to assume the defense of all of such matter by acknowledging in writing that such matter is the obligation of the Indemnifying Party under Article VII, in which event: (i) the Indemnifying Party thereby is prejudiced.shall defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) If a Third the Indemnified Party Claim is made against an Indemnified Party, may retain separate counsel at its sole costs and expense (except that the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable responsible for the fees and expenses of one separate counsel employed by for all Indemnified Parties to the extent the Indemnified Party for any period during which is advised, in writing by its counsel, that either (x) the counsel the Indemnifying Party has not assumed the defense thereof selected has a conflict of interest, or (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s requesty) the provision to the Indemnifying Party of records and information 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. (iii) Notwithstanding clause (ii) above, (x) the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the defense of any Third Party Claim if the Indemnified Party shall have been advised by counsel that there are one or more legal defenses available to the Indemnified Party which party that are different from or in addition additional to those available to the Indemnifying Party), and, in the reasonable opinion of (iii) The Indemnifying Party shall reimburse the Indemnified Party and its counsel, counsel for the Indemnifying Party could not adequately represent reasonable costs of defense or investigation for the interests period prior to the assumption of the defense. (d) The Indemnified Party because such interests would be in conflict shall not consent to the entry of a judgment or enter into any settlement with those respect to any matter which may give rise to a claim for indemnification without the written consent of the Indemnifying Party, which consent may not be unreasonably withheld or (y) if a Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims)delayed; provided, however, that if the Indemnifying Party has provided notice that the matter is not a proper matter for indemnification hereunder, then the Indemnified Party assumes defense may take any such action without the consent of such injunctive or equitable relief claim, the Indemnifying Party. (e) The Indemnifying Party, subject to without the provisions written consent of this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending(not to be unreasonably withheld or delayed), compromising or settling such claim; provided that shall not consent to the Indemnifying Party’s liability entry of a judgment with respect to any matter which may give rise to a claim for indemnification or enter into any settlement which does not include a provision whereby the plaintiff or compromise shall be subject to Section 8(d)(iv) below. In claimant in the event of a Third matter releases the Indemnified Party injunctive or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iii), subsection (y) shall controlfrom all liability with respect thereto.

Matters Involving Third Parties. (i) If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against the other Party (the “Indemnifying Party”) under this Section 8, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; which notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceeding; 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. (ii) If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information 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. (iii) Notwithstanding clause (ii) above, (x) the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the defense of any Third Party Claim if the Indemnified Party shall have been advised by counsel that there are one or more legal defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party, and, in the reasonable opinion of the Indemnified Party and its counsel, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party because such interests would be in conflict with those of the Indemnifying Party, or (y) if a Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims); provided, however, if the Indemnified Party assumes defense of such injunctive or equitable relief claim, the Indemnifying Party, subject to the provisions of this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnifying Party’s liability with respect to any settlement or compromise shall be subject to Section 8(d)(iv) below. In the event of a Third Party injunctive or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iii), subsection (y) shall control. (iv) Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld). If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim, and which releases the Indemnified Party completely in connection with such Third Party Claim; provided that the Indemnifying Party shall not agree, without the Indemnified Party’s consent, to the entry of any Judgment or settlement, compromise or decree that provides for injunctive or other nonmonetary relief affecting the Indemnified Party.

Matters Involving Third Parties. (ia) If any third party shall notify any Party notifies a party entitled to indemnification under this Article VII (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against the other Party another party to this Agreement under this Article VII (the “Indemnifying Party”) under this Section 8), then the Indemnified Party shall promptly use reasonable efforts to notify the Indemnifying Party thereof promptly and in writing; which any event within ten (10) calendar days after receiving any written notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceedingfrom a third party; 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 (unless, and then solely to the extent) the Indemnifying Party thereby is prejudiced. (ii) If a Third Party Claim is made against an Indemnified Partyextent that, the Indemnifying Party shall be entitled is actually prejudiced thereby. (b) Once the Indemnified Party has given notice of the matter to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should , the Indemnified Party may, subject to the Indemnifying Party so elect Party’s rights to assume the defense of a Third such matter pursuant to paragraph (c) below, defend against the matter in any manner it deems reasonably appropriate. (c) The Indemnifying Party Claimmay at any point in time choose to assume the defense of all of such matter, in which event: (i) the Indemnifying Party shall not be liable defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party for any legal expenses subsequently incurred by Party; (ii) the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, may retain separate counsel at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood sole cost and expense (except that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information 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. (iii) Notwithstanding clause (ii) above, (x) the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the defense of any Third Party Claim if the Indemnified Party shall have been advised by counsel that there are one or more legal defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party, and, in the reasonable opinion of the Indemnified Party and its counsel, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party because such interests would be in conflict with those of the Indemnifying Party, or (y) if a Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims); provided, however, if the Indemnified Party assumes defense of such injunctive or equitable relief claim, the Indemnifying Party, subject to the provisions of this Section 8, shall be responsible for the reasonable fees and expenses of one separate co-counsel employed by for all Indemnified Parties to the extent the Indemnified Party is advised, in defendingwriting by its counsel, compromising that either (x) the counsel the Indemnifying Party has selected has a conflict of interest, or settling such claim; provided (y) there are legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party’s liability ); and (iii) the Indemnifying Party shall reimburse the Indemnified Party for the reasonable costs of defense or investigation for the period prior to the assumption of the defense. (d) Assumption of the defense of any matter by the Indemnifying Party shall without further action constitute an irrevocable waiver by the Indemnifying Party of its right to claim at a later date that such third party action for which the defense was assumed is not a proper matter for indemnification pursuant to this Article VII. (e) The Indemnified Party shall not consent to the entry of a judgment or enter into any settlement with respect to any settlement matter which may give rise to a claim for indemnification without the written consent of the Indemnifying Party, which consent may not be unreasonably withheld or compromise delayed. (f) The Indemnifying Party shall be subject not consent to Section 8(d)(iv) below. In the event entry of a Third judgment with respect to any matter which may give rise to a claim for indemnification or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party injunctive from all liability with respect thereto, without the written consent of the Indemnified Party (not to be unreasonably withheld or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iiidelayed), subsection (y) shall control.

Matters Involving Third Parties. (ia) If any third party shall notify any Party a party entitled to be indemnified pursuant to Section 9.1 or 9.2 (the “"Indemnified Party”") with respect to any matter (a “Third which the Indemnified Party Claim”) which has determined may give rise to a claim for indemnification against the other PACE Group or the Blockbuster Group, as the case may be (a "Third Party Claim") (the “"Indemnifying Party”) under this Section 8"), then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; which notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceeding; provided, however, that no delay on the part of the Indemnified Party in notifying the 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. (ii) If a . Subject to the Indemnifying Party's right to defend in good faith Third Party Claim is made against an Indemnified PartyClaims as hereinafter provided, the Indemnifying Party shall be entitled to participate in satisfy its obligations under this Section 9 within 30 days after the defense receipt of written notice thereof and, if it so chooses, to assume from the defense thereof with counsel selected by the Indemnifying Party. Should Indemnified Party unless the Indemnifying Party notifies the Indemnified Party that it disputes any such obligations. (b) If the Indemnified Party shall notify the Indemnifying Party of any claim or demand pursuant to Section 9.3(a), and if such claim or demand relates to a Third Party Claim or demand against the Indemnified Party which the Indemnifying Party acknowledges is a claim or demand for which it must indemnify or hold harmless the Indemnified Party under Section 9.1 or 9.2, the 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 elect long as (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages the Indemnified Party may suffer resulting from, arising out of, relating to assume or caused by the defense of a Third Party Claim, (B) the Indemnifying Party shall not be liable provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If that the Indemnifying Party assumes such defensewill 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 damage and does not seek an injunction or other equitable relief, (D) 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 establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts in good faith the defense of the Third Party Claim actively and diligently. The Indemnified Party shall make available to the Indemnifying Party or its agents all records and other material in the Indemnified Party's possession reasonably required by it for use in contesting the Third Party Claim. Whether or not the Indemnifying Party elects to defend the Third Party Claim, the Indemnified Party shall have the right no obligation to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that do so. (c) So long as the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed is conducting the defense thereof (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided in accordance with Section 9.3(b) above). If , (A) the Indemnifying Indemnified Party chooses to defend or prosecute a may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information 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. (iii) Notwithstanding clause (ii) above, (xB) the Indemnified Party may, by prior written notice will not consent to the Indemnifying Party, assume the defense entry of any judgment or enter into any settlement with respect to the Third Party Claim if without the Indemnified prior written consent of the Indemnifying Party shall have been advised by counsel that there are one or more legal defenses available (not to be withheld unreasonably), and (C) the Indemnifying Party will not consent to the Indemnified Party which are different from entry of any judgment or in addition to those available enter into any settlement with respect to the Indemnifying Party, and, in Third Party Claim without the reasonable opinion prior written consent of the Indemnified Party (not to be withheld unreasonably). (d) In the event any of the conditions in Section 9.3(b) above is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and its counselconsent to the entry of any judgment or enter into any settlement with respect to, counsel for the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), and (B) the Indemnifying Party could not adequately represent the interests of will remain responsible for any damages the Indemnified Party because such interests would be may suffer resulting from, arising out of, relating to, in conflict with those of the Indemnifying Partynature of, or (y) if a caused by the Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice Claim to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims); provided, however, if the Indemnified Party assumes defense of such injunctive or equitable relief claim, the Indemnifying Party, subject to the provisions of fullest extent provided in this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnifying Party’s liability with respect to any settlement or compromise shall be subject to Section 8(d)(iv) below. In the event of a Third Party injunctive or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iii), subsection (y) shall control9.

Matters Involving Third Parties. (i) If any third party shall notify any Buyer Indemnified Party or any Seller Indemnified Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against the any other Party party (the “Indemnifying Party”) under this Section 814, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; which notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceeding; 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. (iia) If a Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim is made against an with counsel of its choice reasonably satisfactory to the Indemnified Party, Party so long as (i) the Indemnifying Party shall be entitled notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of or relating to the Third Party Claim, and (ii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (b) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 14.4(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense thereof and, if it so chooses, to assume of the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, (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 (not to be withheld, delayed or conditioned unreasonably) provided that the Indemnifying Party shall not be liable required to consent to any judgment or settlement unless it shall provide for a full release of such Indemnifying Party without liability or obligation, and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense(not to be withheld, delayed or conditioned unreasonably), provided that the Indemnified Party shall have not be required to consent to any judgment or settlement unless it shall provide for a full release of such Indemnified Party without liability or obligation. (c) In the right to participate event any of the conditions in the defense thereof and to employ counselSection 14.4(b) above is or becomes unsatisfied, at its own expensehowever, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by (i) the Indemnified Party for any period during which may defend against, the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information 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. (iii) Notwithstanding clause (ii) above, (x) the Indemnifying Party will reimburse the Indemnified Party may, by prior written notice to promptly and periodically for the Indemnifying Party, assume costs of defending against the defense of any Third Party Claim if the Indemnified Party shall have been advised by counsel that there are one or more legal defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party, and, in the (including reasonable opinion of the Indemnified Party and its counsel, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party because such interests would be in conflict with those of the Indemnifying Party, or (y) if a Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims); provided, however, if the Indemnified Party assumes defense of such injunctive or equitable relief claim, the Indemnifying Party, subject to the provisions of this Section 8, shall be responsible for the reasonable attorneys’ fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnifying Party’s liability with respect to any settlement or compromise shall be subject to Section 8(d)(iv) below. In the event of a Third Party injunctive or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iiiexpenses), subsection (y) shall control.

Matters Involving Third Parties. (ia) If any third party shall notify notifies any Party party hereto (the “Indemnified Party”"INDEMNIFIED PARTY") with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against the other Party party hereto (the “Indemnifying Party”"INDEMNIFYING PARTY") under this Section 8ARTICLE XIII, then the Indemnified Party shall promptly use reasonable efforts to notify the Indemnifying Party thereof promptly and in writing; which any event within ten days after receiving any written notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceedingfrom a third party; 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 (unless, and then solely to the extentextent that, the Indemnifying Party is actually prejudiced thereby. (b) Once the Indemnified Party has given notice of the matter to the Indemnifying Party, the Indemnified Party may, subject to the Indemnifying Party's rights to assume the defense of such matter pursuant to paragraph (c) below, defend against the matter in any manner it deems appropriate. (c) The Indemnifying Party may at any point in time choose to assume the defense of all of such matter, in which event: (i) the Indemnifying Party thereby is prejudiced.shall defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) If a Third the Indemnified Party Claim is made against an Indemnified Party, may retain separate counsel at its sole cost and expense (except that the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable responsible for the fees and expenses of one separate co-counsel employed by for all Indemnified Parties to the extent the Indemnified Party for any period during which is advised, in writing by its counsel, that either (x) the counsel the Indemnifying Party has not assumed the defense thereof selected has a conflict of interest, or (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s requesty) the provision to the Indemnifying Party of records and information 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. (iii) Notwithstanding clause (ii) above, (x) the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the defense of any Third Party Claim if the Indemnified Party shall have been advised by counsel that there are one or more legal defenses available to the Indemnified Party which that are different from or in addition additional to those available to the Indemnifying PartyParty (but only to the extent of such additional defenses)), and, in (iii) the reasonable opinion of Indemnifying Party shall reimburse the Indemnified Party and its counsel, counsel for the reasonable costs of defense or investigation for the period prior to the assumption of the defense. (d) Assumption of the defense of any matter by the Indemnifying Party could shall without further action constitute an irrevocable waiver by the Indemnifying Party of its right to claim at a later date that such third party action for which the defense was assumed is not adequately represent the interests of the a proper matter for indemnification pursuant to this ARTICLE XIII. (e) The Indemnified Party because such interests would be in conflict shall not consent to the entry of a Judgment or enter into any settlement with those respect to any matter which may give rise to a claim for indemnification without the prior written consent of the Indemnifying Party, which consent may not be unreasonably withheld or (y) if a Third delayed. The Indemnifying Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice shall not consent to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims); provided, however, if the Indemnified Party assumes defense entry of such injunctive or equitable relief claim, the Indemnifying Party, subject to the provisions of this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnifying Party’s liability a Judgment with respect to any matter which may give rise to a claim for indemnification or enter into any settlement which does not include a provision whereby the plaintiff or compromise shall claimant in the matter releases the Indemnified Party from all liability with respect thereto, without the prior written consent of the Indemnified Party (not to be subject to Section 8(d)(iv) below. In the event of a Third Party injunctive unreasonably withheld or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iiidelayed), subsection (y) shall control.

Matters Involving Third Parties. (ia) If a Third Party notifies any third party shall notify any Party hereto (the “Indemnified Party”"INDEMNIFIED PARTY") with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against the other Party party hereto (the “Indemnifying Party”"INDEMNIFYING PARTY") under this Section 8ARTICLE X, then the Indemnified Party shall promptly use reasonable efforts to notify the Indemnifying Party thereof promptly and in writing; which any event within ten (10) days after receiving any written notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceedingfrom a third party; 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 (unless, and then solely to the extentextent that, the Indemnifying Party is actually and substantially prejudiced thereby. (b) Once the Indemnified Party has given notice of the matter to the Indemnifying Party, the Indemnified Party may, subject to the Indemnifying Party's rights to assume the defense of such matter pursuant to paragraph (c) below, defend against the matter in any reasonable manner it deems appropriate. The Indemnified Party shall keep the Indemnifying Party informed as to the status of such actions. (c) The Indemnifying Party may at any point in time choose to assume the defense of all of such matter if the Indemnifying Party provides evidence reasonably satisfactory to the Indemnified Party of its ability to provide the indemnification required pursuant to this ARTICLE X. (d) Upon assumption of the defense by the Indemnifying Party: (i) the Indemnifying Party thereby is prejudiced.shall defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party; (ii) If a Third the Indemnified Party Claim is made against an Indemnified Party, may retain separate counsel at its sole cost and expense (except that the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable responsible for the fees and expenses of one separate co-counsel employed by for all Indemnified Parties to the extent the Indemnified Party for any period during which is advised, in writing by its outside counsel, that either (x) the counsel the Indemnifying Party has not assumed the defense thereof selected has a conflict of interest, or (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s requesty) the provision to the Indemnifying Party of records and information 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. (iii) Notwithstanding clause (ii) above, (x) the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the defense of any Third Party Claim if the Indemnified Party shall have been advised by counsel that there are one or more legal defenses available to the Indemnified Party which that are different from or in addition additional to those available to the Indemnifying Party, ); and, in (iii) the reasonable opinion Indemnified Party shall make available to the Indemnifying Party and its attorneys and accountants all books and records of the Indemnified Party relating to such proceedings or litigation and its counsel, counsel for the parties agree to render to each other such assistance as they may reasonably require of each other in order to ensure the proper and adequate defense of any such action or proceeding. (e) Assumption of the defense of any matter by the Indemnifying Party could shall without further action constitute an irrevocable waiver by the Indemnifying Party of its right to claim at a later date that such third party action for which the defense was assumed is not adequately represent the interests of the a proper matter for indemnification pursuant to this ARTICLE X. (f) The Indemnified Party because such interests would be in conflict shall not consent to the entry of a judgment or enter into any settlement with those respect to any matter which may give rise to a claim for indemnification without the written consent of the Indemnifying Party, which consent may not be unreasonably withheld or delayed. (yg) if a Third The Indemnifying Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice shall not consent to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims); provided, however, if the Indemnified Party assumes defense entry of such injunctive or equitable relief claim, the Indemnifying Party, subject to the provisions of this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnifying Party’s liability a judgment with respect to any matter which may give rise to a claim for indemnification or enter into any settlement which does not include a provision whereby the plaintiff or compromise shall claimant in the matter releases the Indemnified Party from all liability with respect thereto, without the written consent of the Indemnified Party (not to be subject to Section 8(d)(iv) below. In the event of a Third Party injunctive unreasonably withheld or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iiidelayed), subsection (y) shall control.

Matters Involving Third Parties. (i) If any third party shall notify any Party Fibreboard, on the one hand, or Buyer on the other hand (the “notified party is hereinafter referred to as the "Indemnified Party”") with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against the other Party (such other party is hereinafter referred to as the “"Indemnifying Party”") under this Section 810, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; which notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceedingpromptly; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby damaged. Seller hereby agrees that it is prejudiced. (ii) If a Third Party Claim is made defending, and will continue to defend, in accordance with the terms of this Purchase Agreement all litigation and actions pending against an Indemnified PartySeller or any Acquired Corporation, including, without limitation, the actions described in the Disclosure Schedule. In the event the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to notifies the Indemnified Party for any legal expenses subsequently incurred by within fifteen (15) days after the Indemnified Party in connection with has given notice of the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood matter that the Indemnifying Party shall control such defense. The is assuming the defense thereof, (A) the Indemnifying Party shall be liable for the fees and expenses of counsel employed by will defend the Indemnified Party for any period during which against the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to give notice matter with counsel of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision 's choice reasonably satisfactory to the Indemnifying Party of records and information 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. (iii) Notwithstanding clause (ii) aboveIndemnified Party, (xB) the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the defense of any Third Party Claim if may retain separate co-counsel at the Indemnified Party shall have been advised by counsel Party's sole cost and expense (except that there are one or more legal defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party, and, in the reasonable opinion of the Indemnified Party and its counsel, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party because such interests would be in conflict with those of the Indemnifying Party, or (y) if a Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims); provided, however, if the Indemnified Party assumes defense of such injunctive or equitable relief claim, the Indemnifying Party, subject to the provisions of this Section 8, shall will be responsible for the reasonable fees and expenses of the separate co-counsel employed by to the extent the Indemnified Party in defending, compromising or settling such claim; provided concludes reasonably that the Indemnified Party has an actual conflict of interest with other parties represented by the counsel selected by the Indemnifying Party’s liability , or such counsel otherwise has a conflict in its representation of the Indemnified Party such that representation of the Indemnified Party by such counsel would be inappropriate), and (C) neither the Indemnified Party nor the Indemnifying Party will consent to the entry of any judgment or enter into any settlement with respect to any settlement or compromise shall the matter without the written consent of the other Party (not to be subject to Section 8(d)(iv) belowwithheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within fifteen (15) days after the Indemnified Party has given notice of a Third the matter that the Indemnifying Party injunctive is assuming the defense thereof, then the Indemnified Party may defend against, or equitable relief claim that would fall under both subsections enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate (x) and (y) of this Section 8(d)(iiiwith the Indemnifying Party bearing responsibility for all Adverse Consequences as set forth herein), subsection (y) shall control.

Matters Involving Third Parties. (ia) If any third party shall notify notifies any Party party hereto (the “"Indemnified Party”") with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against the other Party party hereto (the “"Indemnifying Party”") under this Section 8Article XIII, then the Indemnified Party shall promptly use reasonable efforts to notify the Indemnifying Party thereof promptly and in writing; which any event within ten days after receiving any written notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceedingfrom a third party; 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 (unless, and then solely to the extentextent that, the Indemnifying Party is actually prejudiced thereby. (b) Once the Indemnified Party has given notice of the matter to the Indemnifying Party, the Indemnified Party may, subject to the Indemnifying Party's rights to assume the defense of such matter pursuant to paragraph (c) below, defend against the matter in any manner it deems appropriate. (c) The Indemnifying Party may at any point in time choose to assume the defense of all of such matter, in which event: (i) the Indemnifying Party thereby is prejudiced.shall defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) If a Third the Indemnified Party Claim is made against an Indemnified Party, may retain separate counsel at its sole cost and expense (except that the Indemnifying Party shall be entitled responsible for the fees 63 and expenses of one separate co-counsel for all Indemnified Parties to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to extent the Indemnified Party for any legal expenses subsequently incurred is advised, in writing by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ its counsel, at its own expense, separate from that either (x) the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof selected has a conflict of interest, or (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s requesty) the provision to the Indemnifying Party of records and information 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. (iii) Notwithstanding clause (ii) above, (x) the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the defense of any Third Party Claim if the Indemnified Party shall have been advised by counsel that there are one or more legal defenses available to the Indemnified Party which that are different from or in addition additional to those available to the Indemnifying PartyParty (but only to the extent of such additional defenses)), and, in (iii) the reasonable opinion of Indemnifying Party shall reimburse the Indemnified Party and its counsel, counsel for the reasonable costs of defense or investigation for the period prior to the assumption of the defense. (d) Assumption of the defense of any matter by the Indemnifying Party could shall without further action constitute an irrevocable waiver by the Indemnifying Party of its right to claim at a later date that such third party action for which the defense was assumed is not adequately represent the interests of the a proper matter for indemnification pursuant to this Article XIII. (e) The Indemnified Party because such interests would be in conflict shall not consent to the entry of a Judgment or enter into any settlement with those respect to any matter which may give rise to a claim for indemnification without the prior written consent of the Indemnifying Party, which consent may not be unreasonably withheld or (y) if a Third delayed. The Indemnifying Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice shall not consent to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims); provided, however, if the Indemnified Party assumes defense entry of such injunctive or equitable relief claim, the Indemnifying Party, subject to the provisions of this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnifying Party’s liability a Judgment with respect to any matter which may give rise to a claim for indemnification or enter into any settlement which does not include a provision whereby the plaintiff or compromise shall claimant in the matter releases the Indemnified Party from all liability with respect thereto, without the prior written consent of the Indemnified Party (not to be subject to Section 8(d)(iv) below. In the event of a Third Party injunctive unreasonably withheld or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iiidelayed), subsection (y) shall control.

Matters Involving Third Parties. (ia) If any third party shall notify any Party notifies a party to this Agreement (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim (other than a Tax Claim) for indemnification against the other Party another party to this Agreement (the “Indemnifying Party”) under this Section 8Article IX, then the Indemnified Party shall promptly use reasonable efforts to notify the Indemnifying Party thereof promptly and in writing; which any event within ten days after receiving any written notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceedingfrom a third party; 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 (unless, and then solely to the extentextent that, the Indemnifying Party is actually prejudiced thereby. (b) Once the Indemnified Party has given notice of the matter to the Indemnifying Party, the Indemnified Party may, subject to the Indemnifying Party’s rights to assume the defense of such matter pursuant to paragraph (c) below, defend against the matter in any manner it deems appropriate. (c) The Indemnifying Party may at any point in time choose to assume the defense of all of such matter, in which event: (i) the Indemnifying Party thereby is prejudiced.shall defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) If a Third the Indemnified Party Claim is made against an Indemnified Party, may retain separate counsel at its sole cost and expense (except that the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable responsible for the fees and expenses of one separate co-counsel employed by for all Indemnified Parties to the extent the Indemnified Party for any period during which is advised, in writing by its counsel, that either (x) the counsel the Indemnifying Party has not assumed the defense thereof selected has a conflict of interest, or (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s requesty) the provision to the Indemnifying Party of records and information 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. (iii) Notwithstanding clause (ii) above, (x) the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the defense of any Third Party Claim if the Indemnified Party shall have been advised by counsel that there are one or more legal defenses available to the Indemnified Party which that are different from or in addition additional to those available to the Indemnifying Party), and, in (iii) the reasonable opinion of Indemnifying Party shall reimburse the Indemnified Party and its counsel, counsel for the reasonable costs of defense or investigation for the period prior to the assumption of the defense. (d) Assumption of the defense of any matter by the Indemnifying Party could shall without further action constitute an irrevocable waiver by the Indemnifying Party of its right to claim at a later date that such third party action for which the defense was assumed is not adequately represent the interests of the a proper matter for indemnification pursuant to this Article IX. (e) The Indemnified Party because such interests would be in conflict shall not consent to the entry of a judgment or enter into any settlement with those respect to any matter which may give rise to a claim for indemnification without the written consent of the Indemnifying Party, which consent may not be unreasonably withheld or (y) if a Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims)delayed; provided, however, that if the Indemnifying Party has failed to provide indemnification required to be provided pursuant to this Article IX for fifteen days after a request therefor, then the Indemnified Party assumes defense may take any such action without the consent of such injunctive or equitable relief claim, the Indemnifying Party, subject . (f) The Indemnifying Party shall not consent to the provisions entry of this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnifying Party’s liability a judgment with respect to any matter which may give rise to a claim for indemnification or enter into any settlement which does not include a provision whereby the plaintiff or compromise shall claimant in the matter releases the Indemnified Party from all liability with respect thereto, without the written consent of the Indemnified Party (not to be subject to Section 8(d)(iv) below. In the event of a Third Party injunctive unreasonably withheld or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iiidelayed), subsection (y) shall control.

Matters Involving Third Parties. (ia) If any third party shall notify any notifies a Party entitled to indemnification under Section 10.1 or Section 10.2 (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which that may give rise to a claim for indemnification against the other Party (the “Indemnifying Party”) under this Section 8ARTICLE X, then the Indemnified Party shall promptly use reasonable efforts to notify the Indemnifying Party thereof promptly and in writing; which any event within ten (10) days after receiving any written notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceedingfrom a third party; 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 (unless, and then solely to the extent) the Indemnifying Party thereby is prejudiced. (ii) If a Third Party Claim is made against an Indemnified Partyextent that, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the is actually prejudiced thereby. (b) The Indemnifying Party shall not be liable defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party for any legal expenses subsequently incurred by the Party. (c) The Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, may retain separate counsel at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood sole cost and expense (except that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information 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. (iii) Notwithstanding clause (ii) above, (x) the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the defense of any Third Party Claim if the Indemnified Party shall have been advised by counsel that there are one or more legal defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party, and, in the reasonable opinion of the Indemnified Party and its counsel, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party because such interests would be in conflict with those of the Indemnifying Party, or (y) if a Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims); provided, however, if the Indemnified Party assumes defense of such injunctive or equitable relief claim, the Indemnifying Party, subject to the provisions of this Section 8, shall be responsible for the reasonable fees and expenses of one separate co-counsel employed by for all Indemnified Parties to the extent the Indemnified Party is advised, in defendingwriting by its counsel, compromising that the counsel the Indemnifying Party has selected has a conflict of interest). (d) The Indemnifying Party shall reimburse the Indemnified Party for the reasonable costs of defense or settling such claim; provided that investigation for the period prior to the Indemnifying Party’s liability assumption of the defense. (e) The Indemnified Party shall not consent to the entry of a judgment or enter into any settlement with respect to any settlement matter that may give rise to a claim for indemnification without the written consent of the Indemnifying Party, which consent may not be unreasonably withheld or compromise delayed; provided, however, that if the Indemnifying Party has failed to respond to a claim for indemnification required to be provided pursuant to this ARTICLE X for fifteen (15) days after a request therefor, then the Indemnified Party may take any such action without the consent of the Indemnifying Party. (f) The Indemnifying Party shall be subject not consent to Section 8(d)(iv) below. In the event entry of a Third judgment with respect to any matter that may give rise to a claim for indemnification or enter into any settlement that does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party injunctive from all Liability with respect thereto for the sole remedy of payment without the written consent of the Indemnified Party (not to be unreasonably withheld or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iiidelayed), subsection (y) shall control.

Matters Involving Third Parties. (ia) If any third party shall notify any Party notifies the Purchaser (the “Indemnified Party”"INDEMNIFIED PARTY") with respect to any matter (a “Third Party Claim”) which may give rise to a claim (other than a Tax Claim) for indemnification against the other Party Seller (the “Indemnifying Party”"INDEMNIFYING PARTY") under this Section 810.2, then the Indemnified Party shall promptly use reasonable efforts to notify the Indemnifying Party thereof promptly and in writing; which any event within ten days after receiving any written notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceedingfrom a third party; 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 (unless, and then solely to the extentextent that, the Indemnifying Party is actually prejudiced thereby. (b) Once the Indemnified Party has given notice of the matter to the Indemnifying Party, the Indemnified Party may, subject to the Indemnifying Party's rights to assume the defense of such matter pursuant to paragraph (c) below, defend against the matter in any manner it deems appropriate. (c) The Indemnifying Party may at any point in time choose to assume the defense of all of such matter, in which event: (i) the Indemnifying Party thereby is prejudiced.shall defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) If a Third the Indemnified Party Claim is made against an Indemnified Party, may retain separate counsel at its sole cost and expense (except that the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable responsible for the fees and expenses of one separate co-counsel employed by for all Indemnified Parties to the extent the Indemnified Party for any period during which is advised, in writing by its counsel, that either (x) the counsel the Indemnifying Party has not assumed the defense thereof selected has a conflict of interest, or (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s requesty) the provision to the Indemnifying Party of records and information 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. (iii) Notwithstanding clause (ii) above, (x) the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the defense of any Third Party Claim if the Indemnified Party shall have been advised by counsel that there are one or more legal defenses available to the Indemnified Party which that are different from or in addition additional to those available to the Indemnifying Party), and, in (iii) the reasonable opinion of Indemnifying Party shall reimburse the Indemnified Party and its counsel, counsel for the reasonable costs of defense or investigation for the period prior to the assumption of the defense. (d) Assumption of the defense of any matter by the Indemnifying Party could shall without further action constitute an irrevocable waiver by the Indemnifying Party of its right to claim at a later date that such third party action for which the defense was assumed is not adequately represent the interests of the a proper matter for indemnification pursuant to this Article X. (e) The Indemnified Party because such interests would be in conflict shall not consent to the entry of a judgment or enter into any settlement with those respect to any matter which may give rise to a claim for indemnification without the written consent of the Indemnifying Party, which consent may not be unreasonably withheld or (y) if a Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims)delayed; provided, however, that if the Indemnifying Party has failed to provide indemnification required to be provided pursuant to this Article X for fifteen days after a request therefor, then the Indemnified Party assumes defense may take any such action without the consent of such injunctive or equitable relief claim, the Indemnifying Party, subject . (f) The Indemnifying Party shall not consent to the provisions entry of this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnifying Party’s liability a judgment with respect to any matter which may give rise to a claim for indemnification or enter into any settlement which does not include a provision whereby the plaintiff or compromise shall claimant in the matter releases the Indemnified Party from all liability with respect thereto, without the written consent of the Indemnified Party (not to be subject to Section 8(d)(iv) below. In the event of a Third Party injunctive unreasonably withheld or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iiidelayed), subsection (y) shall control.

Matters Involving Third Parties. (ia) If any third party shall notify notifies any Party party hereto (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim (other than a Tax Claim) for indemnification against the other Party party hereto (the “Indemnifying Party”) under this Section 8Article X, then the Indemnified Party shall promptly use reasonable efforts to notify the Indemnifying Party thereof promptly and in writing; which any event within ten (10) days after receiving any written notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceedingfrom a third party; 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 (unless, and then solely to the extentextent that, the Indemnifying Party is actually prejudiced thereby. (b) Once the Indemnified Party has given notice of the matter to the Indemnifying Party, the Indemnified Party may, subject to the Indemnifying Party’s rights to assume the defense of such matter pursuant to this Section 10.3, defend against the matter in any manner it deems appropriate. (c) The Indemnifying Party may at any point in time choose to assume the defense of all of such matter, in which event: (i) the Indemnifying Party thereby is prejudiced.shall defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party; (ii) If a Third the Indemnified Party Claim is made against an Indemnified Party, may retain separate counsel at its sole cost and expense (except that the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable responsible for the fees and expenses of one separate co-counsel employed by for all Indemnified Parties to the extent the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period is advised, in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claimwriting by its counsel, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information 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. (iii) Notwithstanding clause (ii) above, either (x) the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the defense of any Third Party Claim if the Indemnified Party shall have been advised by counsel that there are one or more legal defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party, and, in the reasonable opinion of the Indemnified Party and its counsel, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party because such interests would be in conflict with those of the Indemnifying Party, or (y) if a Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims); provided, however, if the Indemnified Party assumes defense of such injunctive or equitable relief claim, the Indemnifying Party, subject to the provisions of this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnifying Party’s liability with respect to any settlement or compromise shall be subject to Section 8(d)(iv) below. In the event of a Third Party injunctive or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iii), subsection (y) shall control.the

Matters Involving Third Parties. (i) If any third party shall notify make or assert a claim against any Party (the “"Indemnified Party”") with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against the any other Party (the “"Indemnifying Party”") under this Section 89.1 or 9.2, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; which notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceedingpromptly; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder under this Agreement unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. damaged or prejudiced thereby. In the case of any such claim pursuant to which only the recovery of a sum of money is being sought and the Indemnifying Party (i) enters into an agreement with the Indemnified Party (in form and substance reasonably satisfactory to the Indemnified Party) pursuant to which the Indemnifying Party agrees to be fully responsible (with no reservation of any rights other than the right to be subrogated to the rights of the Indemnified Party) for all losses relating to such claim and unconditionally guarantees the payment and performance of any liability which may arise with respect to such claim or the facts giving rise to such claim for indemnification, and (ii) If a Third furnishes the Indemnified Party Claim is made against an with evidence that the Indemnifying Party, in the Indemnified Party's reasonable judgment, is and will be able to satisfy any such liability, the Indemnifying Party shall be entitled may, by giving written notice to participate in the defense thereof andIndemnified Party, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Partythereof. Should In such case, (A) the Indemnifying Party so elect to assume will defend the defense Indemnified Party against such matter with counsel of a Third Party Claim, the Indemnifying Party shall not be liable its choice satisfactory to the Indemnified Party for any legal expenses subsequently incurred by and (B) the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, may retain separate co-counsel at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood sole cost and expense (except that the Indemnifying Party shall control such defense. The Indemnifying Party shall will be liable responsible for the fees and expenses of any separate counsel employed by to the Indemnified Party for any period during incurred prior to the date upon which the Indemnifying Party has not assumed effectively assumes control of such defense). In the event that the Indemnifying Party is precluded from assuming control of the defense thereof (other than during of a claim pursuant to the terms of this Section 9.3, the Indemnifying Party may retain separate co-counsel at its sole cost and expense to participate in such defense and, in any period in which event the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If (i) provide the Indemnifying Party chooses with all material information requested by such party relating to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and of such claim, (upon the Indemnifying Party’s requestii) the provision to confer with the Indemnifying Party of records as to the most cost-effective manner in which to defend such claim and information 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. (iii) Notwithstanding clause (ii) above, (x) use its reasonable efforts to minimize the cost of defending such claim. The Indemnified Party may, by prior written notice will not consent to the Indemnifying Party, assume the defense entry of any Third judgment or enter into any settlement with respect to such matter without the written consent of the Indemnifying Party Claim if (not to be withheld unreasonably), and the Indemnified Indemnifying Party shall have been advised by counsel that there are one or more legal defenses available will not consent to the Indemnified Party which are different from entry of any judgment or in addition enter into any settlement with respect to those available to such matter without the Indemnifying Party, and, in the reasonable opinion written consent of the Indemnified Party and its counsel, counsel for the Indemnifying Party could (not adequately represent the interests of the Indemnified Party because such interests would to be in conflict with those of the Indemnifying Party, or (y) if a Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claimswithheld unreasonably); provided, however, if the Indemnified Party assumes defense of such injunctive or equitable relief claim, the Indemnifying Party, subject to the provisions of this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnifying Party’s liability with respect to any settlement or compromise shall be subject to Section 8(d)(iv) below. In the event of a Third Party injunctive or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iii), subsection (y) shall control.

Matters Involving Third Parties. (i) If any third party shall notify notifies any 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 the any other Party (the “Indemnifying Party”) under this Section 86, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; which notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceeding; provided, however, that no delay on the part of the Indemnified Party in notifying the any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is prejudiced. (ii) If a Third . The Indemnifying Party Claim is made against an Indemnified Partyshall not have the right to conduct the defense or compromise and settle any such Third-Party Claim; however, the any Indemnifying Party shall be entitled to participate in the defense thereof andof such Third-Party Claim at such Indemnifying Party’s expense, if it so chooses, and at its option (subject to the limitations set forth below) shall be entitled to assume the defense thereof by appointing reputable counsel reasonably acceptable to the Indemnified Party to be the lead counsel in connection with such defense; provided that, prior to the Indemnifying Party assuming control of such defense it shall first verify to the Indemnified Party in writing that such Indemnifying Party shall be fully responsible (with no reservation of any rights) for all Liabilities relating to such claim for indemnification and that such Indemnifying Party shall provide full indemnification to the Indemnified Party with respect to such action, lawsuit, proceeding, investigation or other claim giving rise to such claim for indemnification hereunder; and provided further, that: (i) the Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel selected of its choice for such purpose; provided that the fees and expenses of such separate counsel shall be borne by the Indemnified Party (other than any fees and expenses of such separate counsel that are incurred prior to the date the Indemnifying Party effectively assumes control of such defense which, notwithstanding the foregoing, shall be borne by the Indemnifying Party. Should , and except that the Indemnifying Party so elect to assume shall pay all of the defense fees and expenses of such separate counsel if the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a Third conflict of interest between the Indemnifying Party Claim, and the Indemnified Party); (ii) the Indemnifying Party shall not be liable entitled to the Indemnified Party for any legal expenses subsequently incurred assume control of such defense (unless otherwise agreed to in writing by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party Party) and shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for pay the fees and expenses of counsel employed retained by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof if (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s requesti) the provision claim for indemnification relates to the Indemnifying Party of records and information that are reasonably relevant to such Third Party Claimor arises in connection with any criminal or quasi criminal proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (iii) Notwithstanding clause (ii) aboveaction, (x) the Indemnified Party mayindictment, by prior written notice to the Indemnifying Party, assume the defense of any Third Party Claim if the Indemnified Party shall have been advised by counsel that there are one allegation or more legal defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party, and, in the reasonable opinion of the Indemnified Party and its counsel, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party because such interests would be in conflict with those of the Indemnifying Party, or (y) if a Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims); provided, however, if the Indemnified Party assumes defense of such injunctive or equitable relief claim, the Indemnifying Party, subject to the provisions of this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnifying Party’s liability with respect to any settlement or compromise shall be subject to Section 8(d)(iv) below. In the event of a Third Party injunctive or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iii), subsection (y) shall control.investigation;

Matters Involving Third Parties. (ia) If any third party shall notify any a Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against the a other Party (the “Indemnifying Party”) under this Section Article 8, then the Indemnified Party shall promptly (and in any event within five business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing; which notice provided that the failure to so notify an Indemnifying Party shall provide reasonable detail and specificity as not relieve the Indemnifying Party of its obligations hereunder except to the claim or proceeding extent that (and only to the amount extent that) such failure shall have caused the damages for which the Indemnifying Party is obligated to be greater than such damages would have been had the Indemnified Party given the Indemnifying Party prompt notice hereunder. (b) The Indemnifying Party will have the right (subject to the limitations below) at any time to assume and thereafter conduct the defense of damages sought the Third Party Claim by appointing a recognized and reputable counsel of its choice reasonably satisfactory to the Indemnified Party to be the lead counsel in connection with such claim or proceedingdefense; provided, however, that no delay on prior to the part Indemnifying Party assuming control of such defense it shall first verify to the Indemnified Party in notifying the writing that such Indemnifying Party shall relieve the Indemnifying Party from be fully responsible (with no reservation of any obligation hereunder unless rights) for all liabilities and obligations relating to such claim for indemnification; and provided further, that: (and then solely to the extenti) the Indemnifying Party thereby is prejudiced. (ii) If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense thereof andof such claim and to employ counsel of its choice for such purpose; provided that the fees and expenses of such separate counsel shall be borne by the Indemnified Party (other than any fees and expenses of such separate counsel that are incurred prior to the date the Indemnifying Party effectively assumes control of such defense which, if it so choosesnotwithstanding the foregoing, to assume the defense thereof with counsel selected shall be borne by the Indemnifying Party. Should ); (ii) the Indemnifying Party so elect shall not be entitled to assume control of such defense (unless otherwise agreed to in writing by the Indemnified Party) and shall pay the fees and expenses of counsel retained by the Indemnified Party if (1) the claim for indemnification relates to or arises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation; (2) 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; (3) the claim seeks an injunction or equitable relief against the Indemnified Party; or (4) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party; and (iii) If the Indemnifying Party shall control the defense of a Third Party Claim, it will not consent to entry of any judgment or enter into any settlement of a Third Party Claim or cease to defend such claim without the Indemnifying Party shall not be liable to prior written consent of the Indemnified Party for any legal expenses subsequently incurred by unless such judgment or proposed settlement or cessation involves or will result in only the payment of money damages and will expressly and unconditionally release the Indemnified Party from all liabilities and obligations with respect to such claim without prejudice and will not result in connection with or impose an injunction or other equitable relief upon the defense thereof. If the Indemnified Party. (c) Unless and until an Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided in Section 8.4(b) above). If , however, the Indemnifying Indemnified Party chooses to may defend or prosecute against the Third Party Claim in any manner it reasonably may deem appropriate; provided that the Indemnified Party may not enter into any settlement of a Third Party Claim, all Claim without the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information 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. (iii) Notwithstanding clause (ii) above, (x) the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the defense of any Third Party Claim if the Indemnified Party shall have been advised by counsel that there are one or more legal defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party, and, in the reasonable opinion of the Indemnified Party and its counsel, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party because such interests would be in conflict with those consent of the Indemnifying Party, which consent shall not be unreasonably withheld or (y) if a Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims); provided, however, if the Indemnified Party assumes defense of such injunctive or equitable relief claim, the Indemnifying Party, subject to the provisions of this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnifying Party’s liability with respect to any settlement or compromise shall be subject to Section 8(d)(iv) below. In the event of a Third Party injunctive or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iii), subsection (y) shall controldelayed.

Matters Involving Third Parties. (i) If any third party shall notify any Buyer Indemnified Party or any Seller Indemnified Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against the any other Party party (the “"Indemnifying Party”") under this Section 814, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; which notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceeding; 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. (iia) If a Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim is made against an with counsel of its choice reasonably satisfactory to the Indemnified Party, Party so long as (i) the Indemnifying Party shall be entitled notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of or relating to the Third Party Claim, and (ii) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (b) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 14.4(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense thereof and, if it so chooses, to assume of the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, (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 (not to be withheld, delayed or conditioned unreasonably) provided that the Indemnifying Party shall not be liable required to consent to any judgment or settlement unless it shall provide for a full release of such Indemnifying Party without liability or obligation, and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense(not to be withheld, delayed or conditioned unreasonably), provided that the Indemnified Party shall have not be required to consent to any judgment or settlement unless it shall provide for a full release of such Indemnified Party without liability or obligation. (c) In the right to participate event any of the conditions in the defense thereof and to employ counselSection 14.4(b) above is or becomes unsatisfied, at its own expensehowever, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by (i) the Indemnified Party for any period during which may defend against, the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information 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. (iii) Notwithstanding clause (ii) above, (x) the Indemnifying Party will reimburse the Indemnified Party may, by prior written notice to promptly and periodically for the Indemnifying Party, assume costs of defending against the defense of any Third Party Claim if the Indemnified Party shall have been advised by counsel that there are one or more legal defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party, and, in the (including reasonable opinion of the Indemnified Party and its counsel, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party because such interests would be in conflict with those of the Indemnifying Party, or (y) if a Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims); provided, however, if the Indemnified Party assumes defense of such injunctive or equitable relief claim, the Indemnifying Party, subject to the provisions of this Section 8, shall be responsible for the reasonable attorneys' fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnifying Party’s liability with respect to any settlement or compromise shall be subject to Section 8(d)(iv) below. In the event of a Third Party injunctive or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iiiexpenses), subsection (y) shall control.

Matters Involving Third Parties. (i) If any third party shall notify any Seller Party or Buyer Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which that may give rise to a claim for indemnification against the other any Party (the “Indemnifying Party”) under this Section 86, then the Indemnified Party shall promptly (and in any event within 10 Business Days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing; which . The failure of any Indemnified Party to give notice of any such Third Party Claim on a timely basis shall provide reasonable detail and specificity as to not affect the claim or proceeding and the amount of damages sought in such claim or proceeding; provided, however, that no delay on the part rights of the Indemnified Party to indemnification hereunder unless the Indemnified Party demonstrates actual and material Adverse Consequences caused by such failure, in notifying which case the Indemnified Party’s right to be indemnified shall be reduced to the extent the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (demonstrates actual and then solely to the extent) the Indemnifying Party thereby is prejudicedmaterial Adverse Consequences caused by such failure. (ii) If a The Indemnifying Party (provided that for purposes of this Section 6(e) the Seller’s Representative shall have the sole and exclusive right to act on behalf of the Seller as Indemnifying Party) will have the right to assume and thereafter conduct the defense of the Third Party Claim is made against an with reputable counsel of its choice reasonably satisfactory to the Indemnified Party; provided that, prior to the Indemnifying Party assuming control of such defense it shall first verify to the Indemnified Party in writing that such Indemnifying Party shall be entitled fully responsible (with no reservation of any rights) for all Adverse Consequences relating to participate in such claim for indemnification and that (subject to all monetary limitations set forth herein) it shall provide full indemnification (subject to the defense thereof andmonetary limitations set forth herein) to the Indemnified Party with respect to such Third Party Claim giving rise to such claim for indemnification hereunder; provided further, if it however, that notice of the intention to so chooses, to assume the defense thereof with counsel selected contest and defend shall be delivered by the Indemnifying Party. Should Party to the Indemnifying Indemnified Party so elect to assume within 30 calendar days following receipt of the defense notice of a the Third Party Claim. Notwithstanding the foregoing, the Indemnifying Party shall not be liable entitled to assume control of such defense (unless otherwise agreed to in writing by the Indemnified Party for any legal Party) and shall pay the reasonable fees and expenses subsequently incurred of counsel retained by the Indemnified Party if (A) the claim for indemnification relates to or arises in connection with any criminal or quasi criminal Proceeding; (B) the defense thereof. If claim seeks an injunction or equitable or other non-monetary relief against the Indemnified Party; (C) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party assumes and the Indemnified Party that would make it inappropriate in the reasonable judgment of such defensecounsel, that the same counsel represent both the Indemnified Party and the Indemnifying Party; (D) upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such claim; or (E) the Indemnified Party reasonably believes that the Adverse Consequences relating to the Claim could exceed the maximum amount that such Indemnified Party could then be entitled to recover under the applicable provisions of this Section 6. The Indemnified Party shall have the right to participate in the defense thereof such Third Party Claim and to employ counsel, be represented by counsel of its own choosing at its own cost and expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for will not consent to the fees and expenses entry of counsel employed by any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party for (not to be withheld unreasonably), unless the judgment or proposed settlement (A) involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party, (B) does not involve a payment of money damages that exceeds the maximum amount that such Indemnified Party could then be entitled to recover under the applicable provisions of this Section 6, and (C) provides that the Indemnified Party will be fully and completely released from any period during further liability or obligation with respect to the matters which are the subject of such Third Party Claim, in which case consent shall not be required. (iii) Unless and until the Indemnifying Party has not assumed assumes the defense thereof (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided abovein subsection 6(d)(ii). If , the Indemnified Party may defend against the Third Party Claim in any manner it reasonably may deem appropriate, and the Indemnifying Party chooses to defend or prosecute a Third Party Claim, shall be responsible for all the indemnified parties shall cooperate costs incurred in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information 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 hereunderconnection therewith. (iiiiv) Notwithstanding clause (ii) above, (x) In no event will the Indemnified Party may, by prior written notice consent to the Indemnifying Party, assume the defense entry of any judgment or enter into any settlement with respect to the Third Party Claim if without the Indemnified Party shall have been advised by counsel that there are one or more legal defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party, and, in the reasonable opinion of the Indemnified Party and its counsel, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party because such interests would be in conflict with those prior written consent of the Indemnifying Party, or which consent shall not be withheld unreasonably; provided that, (yA) if a Third the Indemnifying Party claim seeks injunctive or equitable relief in addition does not give notice to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party mayof its election to contest and defend any such Third Party Claim in accordance with Section 6(d)(ii), by prior written notice to then no such consent shall be required and the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims); provided, however, if the Indemnified Party assumes defense of such injunctive or equitable relief claim, the Indemnifying Party, subject to the provisions of this Section 8, shall be responsible for bound by the reasonable fees and expenses of counsel employed result obtained with respect thereto by the Indemnified Party in defending, compromising and (B) the Indemnified Party may consent to the entry of any judgment or settling such claim; provided that the Indemnifying Party’s liability enter into any settlement with respect to any settlement or compromise shall be subject to Section 8(d)(iv) below. In the event of a Third Party injunctive Claim without the prior written consent of the Indemnifying Party if such judgment or equitable relief claim that settlement would fall under both subsections (x) and (y) of result in no liability to the Indemnifying Party pursuant to this Section 8(d)(iii), subsection (y) shall control6.

Matters Involving Third Parties. (ia) If any third party shall notify any Party notifies the Purchaser (the “"Indemnified Party”") with respect to any matter (a “Third Party Claim”) which may give rise to a claim (other than a Tax Claim) for indemnification against the other Party Seller (the “"Indemnifying Party”") under this Section 8Article X, then the Indemnified Party shall promptly use reasonable efforts to notify the Indemnifying Party thereof promptly and in writing; which any event within ten days after receiving any written notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceedingfrom a third party; 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 (unless, and then solely to the extentextent that, the Indemnifying Party is actually prejudiced thereby. (b) Once the Indemnified Party has given notice of the matter to the Indemnifying Party, the Indemnified Party may, subject to the Indemnifying Party's rights to assume the defense of such matter pursuant to paragraph (c) below, defend against the matter in any manner it deems appropriate. (c) The Indemnifying Party may at any point in time choose to assume the defense of all of such matter, in which event: (i) the Indemnifying Party thereby is prejudiced.shall defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) If a Third the Indemnified Party Claim is made against an Indemnified Party, may retain separate counsel at its sole cost and expense (except that the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable responsible for the fees and expenses of one separate co-counsel employed by for all Indemnified Parties to the extent the Indemnified Party for any period during which is advised, in writing by its counsel, that either (x) the counsel the Indemnifying Party has not assumed the defense thereof selected has a conflict of interest, or (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s requesty) the provision to the Indemnifying Party of records and information 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. (iii) Notwithstanding clause (ii) above, (x) the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the defense of any Third Party Claim if the Indemnified Party shall have been advised by counsel that there are one or more legal defenses available to the Indemnified Party which that are different from or in addition additional to those available to the Indemnifying Party), and, in (iii) the reasonable opinion of Indemnifying Party shall reimburse the Indemnified Party and its counsel, counsel for the reasonable costs of defense or investigation for the period prior to the assumption of the defense. (d) Assumption of the defense of any matter by the Indemnifying Party could shall without further action constitute an irrevocable waiver by the Indemnifying Party of its right to claim at a later date that such third party action for which the defense was assumed is not adequately represent the interests of the a proper matter for indemnification pursuant to this Article X. (e) The Indemnified Party because such interests would be in conflict shall not consent to the entry of a judgment or enter into any settlement with those respect to any matter which may give rise to a claim for indemnification without the written consent of the Indemnifying Party, which consent may not be unreasonably withheld or (y) if a Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims)delayed; provided, however, that if the Indemnifying Party has failed to provide indemnification required to be provided pursuant to this Article X for fifteen days after a request therefor, then the Indemnified Party assumes defense may take any such action without the consent of such injunctive or equitable relief claim, the Indemnifying Party, subject . (f) The Indemnifying Party shall not consent to the provisions entry of this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnifying Party’s liability a judgment with respect to any matter which may give rise to a claim for indemnification or enter into any settlement which does not include a provision whereby the plaintiff or compromise shall claimant in the matter releases the Indemnified Party from all liability with respect thereto, without the written consent of the Indemnified Party (not to be subject to Section 8(d)(iv) below. In the event of a Third Party injunctive unreasonably withheld or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iiidelayed), subsection (y) shall control.

Matters Involving Third Parties. (i) If any third party shall notify any Party notifies the Purchaser (the “"Indemnified Party”") with respect to any matter (a “Third Party Claim”) which may give rise to a claim (other than a Tax Claim) for indemnification against the other Party Seller (the “"Indemnifying Party”") under this Section 8Article X, then the Indemnified Party shall promptly use reasonable efforts to notify the Indemnifying Party thereof promptly and in writing; which any event within ten days after receiving any written notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceedingfrom a third party; 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 (unless, and then solely to the extent) extent that, the Indemnifying Party thereby is prejudiced. actually prejudiced thereby. Once the Indemnified Party has given notice of the matter to the Indemnifying Party, the Indemnified Party may, subject to the Indemnifying Party's rights to assume the defense of such matter pursuant to paragraph (iic) If a Third below, defend against the matter in any manner it deems appropriate. The Indemnifying Party Claim is made may at any point in time choose to assume the defense of all of such matter, in which event: the Indemnifying Party shall defend the Indemnified Party against an the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, the Indemnified Party may retain separate counsel at its sole cost and expense (except that the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable responsible for the fees and expenses of one separate co-counsel employed by for all Indemnified Parties to the extent the Indemnified Party for any period during which is advised, in writing by its counsel, that either (x) the counsel the Indemnifying Party has not assumed the defense thereof selected has a conflict of interest, or (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s requesty) the provision to the Indemnifying Party of records and information 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. (iii) Notwithstanding clause (ii) above, (x) the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the defense of any Third Party Claim if the Indemnified Party shall have been advised by counsel that there are one or more legal defenses available to the Indemnified Party which that are different from or in addition additional to those available to the Indemnifying Party), and, in and the reasonable opinion of Indemnifying Party shall reimburse the Indemnified Party and its counsel, counsel for the reasonable costs of defense or investigation for the period prior to the assumption of the defense. Assumption of the defense of any matter by the Indemnifying Party could shall without further action constitute an irrevocable waiver by the Indemnifying Party of its right to claim at a later date that such third party action for which the defense was assumed is not adequately represent the interests of the a proper matter for indemnification pursuant to this Article X. The Indemnified Party because such interests would be in conflict shall not consent to the entry of a judgment or enter into any settlement with those respect to any matter which may give rise to a claim for indemnification without the written consent of the Indemnifying Party, which consent may not be unreasonably withheld or (y) if a Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims)delayed; provided, however, that if the Indemnifying Party has failed to provide indemnification required to be provided pursuant to this Article X for fifteen days after a request therefor, then the Indemnified Party assumes defense may take any such action without the consent of such injunctive or equitable relief claim, the Indemnifying Party, subject . The Indemnifying Party shall not consent to the provisions entry of this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnifying Party’s liability a judgment with respect to any matter which may give rise to a claim for indemnification or enter into any settlement which does not include a provision whereby the plaintiff or compromise shall claimant in the matter releases the Indemnified Party from all liability with respect thereto, without the written consent of the Indemnified Party (not to be subject to Section 8(d)(iv) below. In the event of a Third Party injunctive unreasonably withheld or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iiidelayed), subsection (y) shall control.

Matters Involving Third Parties. (ia) If any third party shall notify any 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 the any other Party party (the “"Indemnifying Party”") under this Section 8Article VIII, then the Indemnified Party shall promptly (and in any event within five (5) business days after receiving written notice of the Third-Party Claim) notify the Indemnifying Party thereof in writing; which provided, however, that failure to provide such written notice on a timely basis shall provide reasonable detail and specificity as not release the Indemnifying Party from any of its obligations under this Article VIII except to the claim extent the Indemnifying Party is materially prejudiced by such failure. (b) The Indemnifying Party shall, upon receipt of such notice and upon its irrevocably and unconditionally notifying the Indemnified Party in writing that it shall indemnify all Indemnified Parties in respect of such matter, be entitled to participate in or, at the Indemnifying Party's option, assume at its own expense the defense, appeal or proceeding settlement of such Third-Party Claim with respect to which such indemnity has been invoked with counsel of the Indemnifying Party's choice (provided that such counsel is reasonably satisfactory to the Indemnified Party), and the amount of damages sought Indemnified Party shall fully cooperate with the Indemnifying Party in connection therewith including contesting such claim Third-Party Claim or proceedingmaking any counterclaim against the person asserting such Third-Party Claim; provided, however, that no delay on if the part Indemnifying Party assumes the defense, appeal or settlement of such Third-Party Claim, (i) the Indemnifying Party shall reimburse the Indemnified Party for out of pocket expenses incurred by the Indemnified Party (such as travel costs, but not internal time charges) and (ii) the Indemnified Party shall be entitled to employ one counsel to represent itself if, in the opinion of counsel to the Indemnified Party, an actual conflict of interest exists between the Indemnifying Party and the Indemnified Party in notifying respect of such Third-Party Claim and in that event the reasonable fees and expenses of such counsel shall be paid by the Indemnifying Party (it being understood that all Indemnified Parties may employ not more than one counsel to represent them at the expense of the Indemnified Party). Any Indemnified Party is hereby authorized prior to the date on which it receives written notice from the Indemnifying Party that it intends to assume the defense, appeal or settlement of such Third-Party Claim, to file any motion, answer or other pleading and take such other action which it shall reasonably deem necessary to protect its interest or that of the Indemnifying Party until the date on which the Indemnified Party receives such notice from the Indemnifying Party, provided that, prior to filing such motion, answer or other pleading or taking such other action, the Indemnified Party shall have made reasonable efforts to consult with the Indemnifying Party. Failure by the Indemnifying Party to assume the defense, appeal or settlement of such Third-Party Claim within a reasonable period of time, but in no event more than ten (10) business days after written notice thereof shall have been given to the Indemnifying Party, shall be deemed a waiver by the Indemnifying Party of its right to defend such Third-Party Claim. (c) If the Indemnifying Party shall relieve not assume the defense of the Third-Party Claim, the Indemnified Party may defend against such Third-Party Claim in such manner as it deems appropriate, provided that the Indemnified Party shall not settle such Third-Party Claim without providing notice and a description of the proposed settlement to the Indemnifying Party. If the Indemnified Party shall not receive from the Indemnifying Party from any obligation hereunder unless within ten (and then solely to 10) business days of the extent) date of notice of such proposed settlement a notice that the Indemnifying Party thereby reasonably objects to such proposed settlement accompanied by an acknowledgement by the Indemnifying Party that the Third-Party Claim which is prejudiced. (ii) subject of the proposed settlement is subject to indemnification pursuant to the provisions of this Article VIII, the Indemnified Party shall be free to settle such Third-Party Claim. If a Third no settlement of such Third-Party Claim is made against an Indemnified Partymade, the Indemnifying Party shall be entitled promptly reimburse the Indemnified Party for the amount of any final judgment rendered with respect to participate such Third-Party Claim and for the amount of all expenses, legal or otherwise, incurred by the Indemnified Party in the defense thereof andagainst such Third-Party Claim, if it so chooses, to assume provided that the defense thereof with counsel selected by the Indemnifying PartyIndemnified Party has contested such Third-Party Claim in good faith. Should If the Indemnifying Party so elect to assume assumes the defense of a Third any Third-Party Claim, the Indemnifying Party shall not be liable consent to entry of any judgment or enter into any settlement, other than a judgment or settlement involving only the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed payment of money damages by the Indemnifying Party, it being understood that without the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information 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. (iii) Notwithstanding clause (ii) above, (x) the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the defense of any Third Party Claim if the Indemnified Party shall have been advised by counsel that there are one or more legal defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party, and, in the reasonable opinion consent of the Indemnified Party and its counsel, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party because such interests would be in conflict with those of the Indemnifying Party, which consent shall not be unreasonably withheld or (y) if a Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims); provided, however, if the Indemnified Party assumes defense of such injunctive or equitable relief claim, the Indemnifying Party, subject to the provisions of this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnifying Party’s liability with respect to any settlement or compromise shall be subject to Section 8(d)(iv) below. In the event of a Third Party injunctive or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iii), subsection (y) shall controlunreasonably delayed.

Matters Involving Third Parties. (i) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against the other Party (the “"Indemnifying Party”") under this Section 8, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; which notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceeding; 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. (ii) If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s 's request) the provision to the Indemnifying Party of records and information 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. (iii) Notwithstanding clause (ii) above, (x) the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the defense of any Third Party Claim if the Indemnified Party shall have been advised by counsel that there are one or more legal defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party, and, in the reasonable opinion of the Indemnified Party and its counsel, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party because such interests would be in conflict with those of the Indemnifying Party, or (y) if a Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims); provided, however, if the Indemnified Party assumes defense of such injunctive or equitable relief claim, the Indemnifying Party, subject to the provisions of this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnifying Party’s 's liability with respect to any settlement or compromise shall be subject to Section 8(d)(iv) below. In the event of a Third Party injunctive or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iii), subsection (y) shall control.

Matters Involving Third Parties. (ia) If any third party shall notify any Party (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against the any other Party (the “"Indemnifying Party”") under this Section 8Article VII, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; which notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceeding; provided, however, that no delay failure on the part of the Indemnified Party in notifying the to notify any Indemnifying Party shall not relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby is prejudicedmaterially prejudiced by such failure. (b) The Indemnifying Party may, (i) at its own expense, participate in the defense of any claim, suit, action or proceeding and (ii) If upon (x) written notice to the Indemnified Party and (y) delivering to the Indemnified Party of a Third written agreement that the Indemnified Party Claim is made against an Indemnified Partyentitled to indemnification pursuant to Section 7.1 or 7.2 for all Losses arising out of such claim, suit, action or proceeding and that the Indemnifying Party shall be entitled to participate in liable for the defense thereof andentire amount of any Loss, if it so choosesat any time during the course of any such claim, to suit, action or proceeding, assume the defense thereof with counsel selected by thereof, provided that (1) the Indemnifying Party. Should 's counsel is reasonably satisfactory to the Indemnifying Party so elect to assume the defense of a Third Party ClaimIndemnified Party, and (2) the Indemnifying Party shall not be liable to thereafter consult with the Indemnified Party for any legal expenses subsequently incurred by upon the Indemnified Party in connection Party's reasonable request for such consultation from time to time with the defense thereofrespect to such claim, suit, action or proceeding. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right (but not the obligation) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party. If, however, the representation by the Indemnifying Party's counsel of both the Indemnifying Party and the Indemnified Party would present such counsel with a conflict of interest, then such Indemnified Party may employ separate counsel (Indemnifying Party's consent to the choice of counsel is required, such consent not to be unreasonably withheld) to represent or defend it being understood that in any such claim, action, suit or proceeding and the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for pay the reasonable fees and expenses disbursements of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has such separate counsel. Whether or not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claimany such claim, suit, action or proceeding, all of the indemnified parties Parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information 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. (iiic) Notwithstanding clause (ii) above, (x) Any settlement or compromise made or caused to be made by the Indemnified Party may, by prior written notice to or the Indemnifying Party, as the case may be, of any such claim, suit, action or proceeding of the kind referred to in this Section 7.4 shall also be binding upon the Indemnifying Party or the Indemnified Party, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise, provided that no obligation, restriction or Loss shall be imposed on the Indemnified Party as a result of such settlement without its prior written consent. The Indemnified Party will give the Indemnifying Party at least 30 days' notice of any proposed settlement or compromise of any claim, suit, action or proceeding it is defending, during which time the Indemnifying Party may reject such proposed settlement or compromise; provided that from and after such rejection, the Indemnifying Party shall be obligated to assume the defense of and full and complete liability and responsibility for such claim, suit, action or proceeding and any Third Party Claim if and all Losses in connection therewith in excess of the amount of unindemnifiable Losses which the Indemnified Party shall would have been advised by counsel that there are one or more legal defenses available obligated to pay under the Indemnified Party which are different from or in addition to those available to the Indemnifying Party, and, in the reasonable opinion of the Indemnified Party and its counsel, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party because such interests would be in conflict with those of the Indemnifying Party, or (y) if a Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims); provided, however, if the Indemnified Party assumes defense of such injunctive or equitable relief claim, the Indemnifying Party, subject to the provisions of this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnifying Party’s liability with respect to any proposed settlement or compromise shall be subject to Section 8(d)(iv) below. In the event of a Third Party injunctive or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iii), subsection (y) shall controlcompromise.

Matters Involving Third Parties. (ia) If any third party shall notify notifies any Party party hereto (the “"Indemnified Party”") with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against the other Party party hereto (the “"Indemnifying Party”") under this Section 8Article VII, then the Indemnified Party shall promptly use reasonable efforts to notify the Indemnifying Party thereof promptly and in writing; which any event within ten days after receiving any written notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceedingfrom a third party; 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 (unless, and then solely to the extentextent that, the Indemnifying Party is actually prejudiced thereby. (b) Once the Indemnified Party has given notice of the matter to the Indemnifying Party, the Indemnified Party may, subject to the Indemnifying Party's rights to assume the defense of such matter pursuant to paragraph (c) below, defend against the matter in any manner it deems appropriate. (c) The Indemnifying Party may at any point in time choose to assume the defense of all of such matter, in which event: (i) the Indemnifying Party thereby is prejudiced.shall defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) If a Third the Indemnified Party Claim is made against an Indemnified Party, may retain separate counsel at its sole cost and expense (except that the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable responsible for the fees and expenses of one separate co-counsel employed by for all Indemnified Parties to the extent the Indemnified Party for any period during which is advised, in writing by its counsel, that either (x) the counsel the Indemnifying Party has not assumed the defense thereof selected has a conflict of interest, or (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s requesty) the provision to the Indemnifying Party of records and information 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. (iii) Notwithstanding clause (ii) above, (x) the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the defense of any Third Party Claim if the Indemnified Party shall have been advised by counsel that there are one or more legal defenses available to the Indemnified Party which that are different from or in addition additional to those available to the Indemnifying Party), and, in (iii) the reasonable opinion of Indemnifying Party shall reimburse the Indemnified Party and its counsel, counsel for the reasonable costs of defense or investigation for the period prior to the assumption of the defense. (d) Assumption of the defense of any matter by the Indemnifying Party could shall without further action constitute an irrevocable waiver by the Indemnifying Party of its right to claim at a later date that such third party action for which the defense was assumed is not adequately represent the interests of the a proper matter for indemnification pursuant to this Article VII. (e) The Indemnified Party because such interests would be in conflict shall not consent to the entry of a judgment or enter into any settlement with those respect to any matter which may give rise to a claim for indemnification without the written consent of the Indemnifying Party, which consent may not be unreasonably withheld or (y) if a Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims)delayed; provided, however, that if the Indemnifying Party has failed to provide indemnification required to be provided pursuant to this Article VII for fifteen days after a request therefor, then the Indemnified Party assumes defense may take any such action without the consent of such injunctive or equitable relief claim, the Indemnifying Party, subject . (f) The Indemnifying Party shall not consent to the provisions entry of this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnifying Party’s liability a judgment with respect to any matter which may give rise to a claim for indemnification or enter into any settlement which does not include a provision whereby the plaintiff or compromise shall claimant in the matter releases the Indemnified Party from all liability with respect thereto, without the written consent of the Indemnified Party (not to be subject to Section 8(d)(iv) below. In the event of a Third Party injunctive unreasonably withheld or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iiidelayed), subsection (y) shall control.

Matters Involving Third Parties. (i) If any third party shall notify any 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 the any other Party (the “"Indemnifying Party”") under this Section 84, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; which . Failure to give prompt notice of a Third-Party Claim hereunder shall provide reasonable detail and specificity as not affect the Indemnifying Party's obligations, except to the claim or proceeding extent that the Indemnifying Party is materially prejudiced by such failure to give prompt notice. (ii) The Indemnifying Party shall have the right to assume and thereafter conduct the amount defense of damages sought in such claim or proceedingthe Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; 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. (ii) If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, any matter through counsel of its own choosing at its own expense; provided further, separate from the counsel employed by the Indemnifying Partyhowever, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for pay the fees and expenses of separate counsel employed by for the Indemnified Party for any period during which if (A) the Indemnifying Party has not assumed agreed to pay such fees and expenses or (B) the defense thereof named parties to any such action or proceeding (other than during including any period in which impleaded parties) include both the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information 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. (iii) Notwithstanding clause (ii) above, (x) the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the defense of any Third Party Claim if the and such Indemnified Party shall have been advised by counsel that there are one the representation of both parties would be inappropriate due to actual or more legal defenses available potential differing interests between them. (iii) The Indemnifying Party shall not consent to the Indemnified Party which are different from entry of any judgment or in addition to those available enter into any settlement with respect to the Indemnifying Party, and, in Third-Party Claim without the reasonable opinion prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and its counsel, counsel for does not impose an injunction or other equitable relief upon the Indemnified Party. (iv) Unless and until the Indemnifying Party could not adequately represent assumes the interests defense of the Third-Party Claim as provided in Section 4(d)(ii), the Indemnified Party because such interests would be may defend against the Third-Party Claim in conflict any manner it reasonably may deem appropriate. (v) In no event shall the Indemnified Party consent to the entry of any judgment or enter into any settlement with those respect to the Third-Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be withheld or (y) if a Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims); provided, however, if the Indemnified Party assumes defense of such injunctive or equitable relief claim, the Indemnifying Party, subject to the provisions of this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnifying Party’s liability with respect to any settlement or compromise shall be subject to Section 8(d)(iv) below. In the event of a Third Party injunctive or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iii), subsection (y) shall controldelayed unreasonably.

Matters Involving Third Parties. (ia) If any third party shall notify any Party notifies the Purchaser (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim (other than a Tax Claim) for indemnification against the other Party Seller (the “Indemnifying Party”) under this Section 810.2, then the Indemnified Party shall promptly use reasonable efforts to notify the Indemnifying Party thereof promptly and in writing; which any event within ten days after receiving any written notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceedingfrom a third party; 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 (unless, and then solely to the extentextent that, the Indemnifying Party is actually prejudiced thereby. (b) Once the Indemnified Party has given notice of the matter to the Indemnifying Party, the Indemnified Party may, subject to the Indemnifying Party’s rights to assume the defense of such matter pursuant to paragraph (c) below, defend against the matter in any manner it deems appropriate. (c) The Indemnifying Party may at any point in time choose to assume the defense of all of such matter, in which event: (i) the Indemnifying Party thereby is prejudiced.shall defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) If a Third the Indemnified Party Claim is made against an Indemnified Party, may retain separate counsel at its sole cost and expense (except that the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable responsible for the fees and expenses of one separate co-counsel employed by for all Indemnified Parties to the extent the Indemnified Party for any period during which is advised, in writing by its counsel, that either (x) the counsel the Indemnifying Party has not assumed the defense thereof selected has a conflict of interest, or (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s requesty) the provision to the Indemnifying Party of records and information 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. (iii) Notwithstanding clause (ii) above, (x) the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the defense of any Third Party Claim if the Indemnified Party shall have been advised by counsel that there are one or more legal defenses available to the Indemnified Party which that are different from or in addition additional to those available to the Indemnifying Party), and, in (iii) the reasonable opinion of Indemnifying Party shall reimburse the Indemnified Party and its counsel, counsel for the reasonable costs of defense or investigation for the period prior to the assumption of the defense. (d) Assumption of the defense of any matter by the Indemnifying Party could shall without further action constitute an irrevocable waiver by the Indemnifying Party of its right to claim at a later date that such third party action for which the defense was assumed is not adequately represent the interests of the a proper matter for indemnification pursuant to this Article X. (e) The Indemnified Party because such interests would be in conflict shall not consent to the entry of a judgment or enter into any settlement with those respect to any matter which may give rise to a claim for indemnification without the written consent of the Indemnifying Party, which consent may not be unreasonably withheld or (y) if a Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims)delayed; provided, however, that if the Indemnifying Party has failed to provide indemnification required to be provided pursuant to this Article X for fifteen days after a request therefor, then the Indemnified Party assumes defense may take any such action without the consent of such injunctive or equitable relief claim, the Indemnifying Party, subject . (f) The Indemnifying Party shall not consent to the provisions entry of this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnifying Party’s liability a judgment with respect to any matter which may give rise to a claim for indemnification or enter into any settlement which does not include a provision whereby the plaintiff or compromise shall claimant in the matter releases the Indemnified Party from all liability with respect thereto, without the written consent of the Indemnified Party (not to be subject to Section 8(d)(iv) below. In the event of a Third Party injunctive unreasonably withheld or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iiidelayed), subsection (y) shall control.

Matters Involving Third Parties. (ia) If any third party shall notify any Party notifies a party entitled to indemnification under this Article XI (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim (other than a Tax Claim) for indemnification against the other Party another party to this Agreement under this Article XI (the “Indemnifying Party”) under this Section 8), then the Indemnified Party shall promptly use reasonable efforts to notify the Indemnifying Party thereof promptly and in writing; which any event within ten (10) calendar days after receiving any written notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceedingfrom a third party; 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 (unless, and then solely to the extent) the Indemnifying Party thereby is prejudiced. (ii) If a Third Party Claim is made against an Indemnified Partyextent that, the Indemnifying Party shall be entitled is actually prejudiced thereby. (b) Once the Indemnified Party has given notice of the matter to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should , the Indemnified Party may, subject to the Indemnifying Party so elect Party’s rights to assume the defense of a Third such matter pursuant to paragraph (c) below, defend against the matter in any manner it deems reasonably appropriate. (c) The Indemnifying Party Claimmay at any point in time choose to assume the defense of all of such matter, in which event: (i) the Indemnifying Party shall not be liable defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party for any legal expenses subsequently incurred by Party; (ii) the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, may retain separate counsel at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood sole cost and expense (except that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information 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. (iii) Notwithstanding clause (ii) above, (x) the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the defense of any Third Party Claim if the Indemnified Party shall have been advised by counsel that there are one or more legal defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party, and, in the reasonable opinion of the Indemnified Party and its counsel, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party because such interests would be in conflict with those of the Indemnifying Party, or (y) if a Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims); provided, however, if the Indemnified Party assumes defense of such injunctive or equitable relief claim, the Indemnifying Party, subject to the provisions of this Section 8, shall be responsible for the reasonable fees and expenses of one separate co-counsel employed by for all Indemnified Parties to the extent the Indemnified Party is advised, in defendingwriting by its counsel, compromising that either (x) the counsel the Indemnifying Party has selected has a conflict of interest, or settling such claim; provided (y) there are legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party’s liability ); and (iii) the Indemnifying Party shall reimburse the Indemnified Party for the reasonable costs of defense or investigation for the period prior to the assumption of the defense. (d) Assumption of the defense of any matter by the Indemnifying Party shall without further action constitute an irrevocable waiver by the Indemnifying Party of its right to claim at a later date that such third party action for which the defense was assumed is not a proper matter for indemnification pursuant to this Article XI. (e) The Indemnified Party shall not consent to the entry of a judgment or enter into any settlement with respect to any settlement matter which may give rise to a claim for indemnification without the written consent of the Indemnifying Party, which consent may not be unreasonably withheld or compromise delayed. (f) The Indemnifying Party shall be subject not consent to Section 8(d)(iv) below. In the event entry of a Third judgment with respect to any matter which may give rise to a claim for indemnification or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party injunctive from all liability with respect thereto, without the written consent of the Indemnified Party (not to be unreasonably withheld or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iiidelayed), subsection (y) shall control.

Matters Involving Third Parties. (i) If any third party shall notify any Party Fibreboard, on the one hand, or Buyer on the other hand (the “notified party is hereinafter referred to as the "Indemnified Party”") with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against the other Party (such other party is hereinafter referred to as the “"Indemnifying Party”") under this Section 810, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writingpromptly; which notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceeding; providedPROVIDED, howeverHOWEVER, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby damaged. Seller hereby agrees that it is prejudiced. (ii) If a Third Party Claim is made defending, and will continue to defend, in accordance with the terms of this Purchase Agreement all litigation and actions pending against an Indemnified PartySeller or any Acquired Corporation, including, without limitation, the actions described in the Disclosure Schedule. In the event the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to notifies the Indemnified Party for any legal expenses subsequently incurred by within fifteen (15) days after the Indemnified Party in connection with has given notice of the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood matter that the Indemnifying Party shall control such defense. The is assuming the defense thereof, (A) the Indemnifying Party shall be liable for the fees and expenses of counsel employed by will defend the Indemnified Party for any period during which against the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to give notice matter with counsel of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision 's choice reasonably satisfactory to the Indemnifying Party of records and information 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. (iii) Notwithstanding clause (ii) aboveIndemnified Party, (xB) the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the defense of any Third Party Claim if may retain separate co-counsel at the Indemnified Party shall have been advised by counsel Party's sole cost and expense (except that there are one or more legal defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party, and, in the reasonable opinion of the Indemnified Party and its counsel, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party because such interests would be in conflict with those of the Indemnifying Party, or (y) if a Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims); provided, however, if the Indemnified Party assumes defense of such injunctive or equitable relief claim, the Indemnifying Party, subject to the provisions of this Section 8, shall will be responsible for the reasonable fees and expenses of the separate co-counsel employed by to the extent the Indemnified Party in defending, compromising or settling such claim; provided concludes reasonably that the Indemnified Party has an actual conflict of interest with other parties represented by the counsel selected by the Indemnifying Party’s liability , or such counsel otherwise has a conflict in its representation of the Indemnified Party such that representation of the Indemnified Party by such counsel would be inappropriate), and (C) neither the Indemnified Party nor the Indemnifying Party will consent to the entry of any judgment or enter into any settlement with respect to any settlement or compromise shall the matter without the written consent of the other Party (not to be subject to Section 8(d)(iv) belowwithheld unreasonably). In the event the Indemnifying Party does not notify the Indemnified Party within fifteen (15) days after the Indemnified Party has given notice of a Third the matter that the Indemnifying Party injunctive is assuming the defense thereof, then the Indemnified Party may defend against, or equitable relief claim that would fall under both subsections enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate (x) and (y) of this Section 8(d)(iiiwith the Indemnifying Party bearing responsibility for all Adverse Consequences as set forth herein), subsection (y) shall control.

Matters Involving Third Parties. (i) If any third Promptly after receipt by an indemnified party shall notify any Party (under Sections 7(c) or 7(d) above of notice of the “Indemnified Party”) with respect to commencement of any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against an indemnified party, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the other Party (indemnifying party of the “Indemnifying Party”) under this Section 8commencement of such claim, then but the Indemnified Party shall promptly failure to notify the Indemnifying Party thereof in writing; which notice shall provide reasonable detail and specificity as indemnifying party will not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the claim or proceeding and extent that the amount of damages sought in such claim or proceeding; provided, however, indemnifying party demonstrates that no delay on the part defense of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely matter giving rise to the extent) indemnified party's claim is prejudiced by the Indemnifying Party thereby is prejudicedindemnifying party's failure to give such notice. (ii) If a Third Party Claim any proceeding resulting from the matters referred to in Sections 7(c) or (d) above is made brought against an Indemnified Partyindemnified party and it gives notice to the indemnifying party of the commencement of such proceeding, the Indemnifying Party shall indemnifying party will, unless the claim involves Taxes, be entitled to participate in the defense thereof such proceeding and, if to the extent that it so chooseswishes (unless (A) the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or (B) the indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend such proceeding and provide indemnification with respect to such proceeding), to assume the defense thereof of such proceeding with counsel selected by reasonably satisfactory to the Indemnifying Party. Should indemnified party (it being agreed that Xxxxx Xxxxxx P.C. and Xxxxx Xxxx LLP are each considered satisfactory for these purposes) and, after notice from the Indemnifying Party so elect indemnifying party to the indemnified party of its election to assume the defense of a Third Party Claimsuch proceeding, the Indemnifying Party shall not indemnifying party will not, as long as it diligently conducts such defense, be liable to the Indemnified Party indemnified party under Section 7 for any legal fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case subsequently incurred by the Indemnified Party indemnified party in connection with the defense thereofof such proceeding, other than reasonable costs of investigation. If the Indemnifying Party indemnifying party assumes the defense of a proceeding, no compromise or settlement of such defenseclaims may be effected by the indemnifying party without the indemnified party's consent unless (1) there is no finding or admission of any violation of applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of any federal, state, local or foreign governments (and all agencies thereof) or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, (2) the sole relief provided is monetary damages that are paid in full by the indemnifying party and (3) the indemnified party will have no liability with respect to any compromise or settlement of such claims. If notice is given to an indemnifying party of the commencement of any proceeding and the indemnifying party does not, within 10 days after the indemnified party's notice is given, give notice to the indemnified party of its election to assume the defense of such proceeding, the Indemnified Party shall have the right to participate indemnifying party will be bound by any determination made in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed such proceeding or any compromise or settlement effected by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information 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 hereunderparty. (iii) Notwithstanding clause (ii) abovethe foregoing, (x) the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the defense of any Third Party Claim if the Indemnified Party shall have been advised by counsel an indemnified party determines in good faith that there are one is a reasonable probability that a proceeding may adversely affect it or more legal defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party, and, in the reasonable opinion its Affiliates other than as a result of the Indemnified Party and its counsel, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party because such interests would be in conflict with those of the Indemnifying Party, or (y) if a Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement Agreement, the Indemnified Party indemnified party may, by prior written notice to the Indemnifying Partyindemnifying party, assume the exclusive right to defend defend, compromise, or settle such proceeding, but the injunctive indemnifying party will not be bound by any determination of a proceeding so defended or equitable relief claim any compromise or settlement effected without its consent (but which may not the monetary damages claimsbe unreasonably withheld); provided, however, if the Indemnified Party assumes defense of such injunctive or equitable relief claim, the Indemnifying Party, subject . (iv) Sellers and Buyer hereby consent to the provisions non-exclusive jurisdiction of any court in which a proceeding is brought against any indemnified party for purposes of any claim that an indemnified party may have under this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnifying Party’s liability Agreement with respect to any settlement such proceeding or compromise shall the matters alleged therein, and agree that process may be subject served on Sellers with respect to Section 8(d)(iv) below. In such a claim anywhere in the event of a Third Party injunctive or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iii), subsection (y) shall controlworld.

Matters Involving Third Parties. (ia) If any third party shall notify any Party notifies a party to this Agreement (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against the other Party another party to this Agreement (the “Indemnifying Party”) under this Section 8Article VII, then the Indemnified Party shall promptly use reasonable efforts to notify the Indemnifying Party thereof promptly and in writing; which any event within ten days after receiving any written notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceedingfrom a third party; 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 (unless, and then solely to the extentextent that, the Indemnifying Party is actually prejudiced thereby. (b) Once the Indemnified Party has given notice of the matter to the Indemnifying Party, the Indemnified Party may, subject to the Indemnifying Party’s rights to assume the defense of such matter pursuant to paragraph (c) below, defend against the matter in any manner it deems appropriate. (c) The Indemnifying Party may at any point in time choose to assume the defense of all of such matter, in which event: (i) the Indemnifying Party thereby is prejudiced. shall defend the Indemnified Party against the matter with counsel of its choice reasonably satisfactory to the Indemnified Party, (ii) If a Third the Indemnified Party Claim is made against an Indemnified Party, may retain separate counsel at its sole cost and expense (except that the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable responsible for the fees and expenses of one separate co-counsel employed by for all Indemnified Parties to the extent the Indemnified Party for any period during which is advised, in writing by its counsel, that either (x) the counsel the Indemnifying Party has not assumed the defense thereof selected has a conflict of interest, or (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s requesty) the provision to the Indemnifying Party of records and information 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. (iii) Notwithstanding clause (ii) above, (x) the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the defense of any Third Party Claim if the Indemnified Party shall have been advised by counsel that there are one or more legal defenses available to the Indemnified Party which that are different from or in addition additional to those available to the Indemnifying Party), and, in and (iii) the reasonable opinion of Indemnifying Party shall reimburse the Indemnified Party and its counsel, counsel for the reasonable costs of defense or investigation for the period prior to the assumption of the defense. (d) Assumption of the defense of any matter by the Indemnifying Party could shall without further action constitute an irrevocable waiver by the Indemnifying Party of its right to claim at a later date that such third party action for which the defense was assumed is not adequately represent the interests of the a proper matter for indemnification pursuant to this Article VII. (e) The Indemnified Party because such interests would be in conflict shall not consent to the entry of a judgment or enter into any settlement with those respect to any matter which may give rise to a claim for indemnification without the written consent of the Indemnifying Party, which consent may not be unreasonably withheld or (y) if a Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims)delayed; provided, however, that if the Indemnifying Party has failed to provide indemnification required to be provided pursuant to this Article VII for fifteen days after a request therefor, then the Indemnified Party assumes defense may take any such action without the consent of such injunctive or equitable relief claim, the Indemnifying Party, subject . (f) The Indemnifying Party shall not consent to the provisions entry of this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnifying Party’s liability a judgment with respect to any matter which may give rise to a claim for indemnification or enter into any settlement which does not include a provision whereby the plaintiff or compromise shall claimant in the matter releases the Indemnified Party from all liability with respect thereto, without the written consent of the Indemnified Party (not to be subject to Section 8(d)(iv) below. In the event of a Third Party injunctive unreasonably withheld or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iiidelayed), subsection (y) shall control.

Matters Involving Third Parties. (ia) If any third party shall notify any Buyer Indemnified Party or Seller Indemnified Party (the “"Indemnified Party”") with respect to of any matter (a “"Third Party Claim”") which may reasonably give rise to a claim for indemnification against Seller or Buyer, respectively (the "Indemnifying Party"), pursuant to this Article VIII, the Indemnified Party shall promptly (and in any event within ten (10) Business Days after receiving notice of the Third Party Claim or the commencement of Litigation with respect thereto) notify the Indemnifying Party thereof in writing stating that the Third Party Claim may give rise to a claim for indemnification against the other Party (the “Indemnifying Party”) under this Section 8, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; which notice shall provide reasonable detail and specificity as specifying the facts constituting the basis for such claim and the amount, to the extent known, of the claim or proceeding and the amount of damages sought in such claim or proceedingasserted; 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. (iib) If a The Indemnifying Party will have the right at any time to assume the defense against the Third Party Claim is made against an with counsel of its choice reasonably satisfactory to the Indemnified Party, Party and control the defense of such Third Party Claim so long as the Indemnifying Party shall be entitled to conducts such defense actively and diligently. (c) From and after the date that the Indemnifying Party has assumed and is conducting the defense of the Third Party Claim in accordance with Section 8.4(b), (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense thereof andof the Third Party Claim (unless there are separate defenses available to the Indemnified Party that are reasonably likely to be asserted by the Indemnified Party, if it so chooses, to assume the defense thereof with counsel selected in which case such costs and expenses shall be borne by the Indemnifying Party. Should ); (B) the Indemnifying Party so elect to assume and the defense Indemnified Party shall cooperate with each other and their respective counsel in connection with the defense, negotiation or settlement of a any such Third Party Claim, including providing access to any relevant books and records, properties and Representatives; provided, however, that the foregoing shall not require either Party to waive, or take any action which has the affect of waiving, its attorney-client privilege with respect thereto; (C) the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (which shall not be liable to unreasonably withheld or delayed) unless the judgment or proposed settlement involves only the payment of money damages by the Indemnifying Party and does not impose an injunction or other equitable relief upon the Indemnified Party; and (D) the Indemnified Party for will not consent to the entry of any legal expenses subsequently incurred by judgment or enter into any settlement with respect to the Indemnified Third Party in connection with Claim without the defense thereof. If prior written consent of the Indemnifying Party assumes such defense, (which shall not be unreasonably withheld or delayed). (d) In the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood event that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If after notice thereof within ninety (90) calendar days of the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision notice of to the Indemnifying Party of records and information that are reasonably relevant to such the Third Party Claim, and making employees available on Claim pursuant to this Section 8.4 (except to the extent that a mutually convenient basis shorter period of time (not to provide additional information and explanation be less than the greater of any material provided hereunder. (iiix) Notwithstanding clause twenty (ii20) aboveBusiness Days after such notice or (y) five (5) Business Days after notice by the Indemnified Party to the Indemnifying Party that further delay would unreasonably prejudice the Indemnified Party) is required so as to not prejudice the Indemnified Party), (xA) the Indemnified Party may, by prior written notice to may defend against the Indemnifying Party, assume the defense of any Third Party Claim if in any manner it reasonably may deem appropriate (and the Indemnified Party shall have been advised by counsel that there are one need not consult with, or more legal defenses available to obtain any consent from, the Indemnifying Party in connection therewith); (B) the Indemnifying Party will reimburse the Indemnified Party which are different from or in addition to those available promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys' fees and expenses) to the Indemnifying Party, and, in the reasonable opinion of extent such costs are Damages for which the Indemnified Party is actually entitled to indemnification hereunder; and its counsel, counsel for (C) the Indemnifying Party could not adequately represent the interests of will remain responsible for any costs the Indemnified Party because such interests would be in conflict with those of may incur resulting from the Indemnifying Party, or (y) if a Third Party claim seeks injunctive or equitable relief in addition Claim to monetary damages the extent such costs are Damages for which it would be the Indemnified Party is actually entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims); provided, however, if the Indemnified Party assumes defense of such injunctive or equitable relief claim, the Indemnifying Party, subject to the provisions of this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnifying Party’s liability with respect to any settlement or compromise shall be subject to Section 8(d)(iv) below. In the event of a Third Party injunctive or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iii), subsection (y) shall controlhereunder.

Matters Involving Third Parties. Promptly after receipt by a Party seeking indemnification hereunder (ian "Indemnified Party") If of notice of any claim or the commencement by any third party shall notify any Party (the “Indemnified Party”) with respect to any matter or dissenting Company Holder (a “Third Party Claim”) which may give rise to a of any claim for indemnification against the other or proceeding that might result in another Party hereto (the “"Indemnifying Party”") becoming obligated to indemnify or make any other payment to the Indemnified Party under this Section 8Agreement, then the Indemnified Party shall promptly notify the Indemnifying Party forthwith in writing of the commencement thereof in writing; which notice or of the claim, and shall provide reasonable detail furnish the Indemnifying Party with all information and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceeding; provided, however, that no delay on the part documents relating thereto promptly after its receipt thereof. The failure of the Indemnified Party in notifying to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any obligation hereunder unless (liability that it may have on account of this indemnification or otherwise, except and then solely only to the extent) extent that the Indemnifying Party thereby is prejudiced. prejudiced thereby. The Indemnifying Party shall have the right, within thirty (ii30) If a Third days after being so notified, to assume and control the defense of such claim or proceeding with counsel reasonably satisfactory to the Indemnified Party Claim is made against an Indemnified in good faith and at the Indemnifying Party, 's own expense; provided that unless and until the Indemnifying Party shall assume such defense pursuant to this sentence, the Indemnified Party shall have the right to conduct and control the defense of such claim or proceeding (including the settlement thereof) without the Indemnifying Party's consent and shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should payment from the Indemnifying Party so elect to assume of all reasonable costs of such defense (including attorney's fees and expenses and costs of appeals and experts). In any such claim or proceeding the defense of a Third Party Claim, which the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defensehave so assumed, the Indemnified Party shall have the right to participate in the defense thereof therein and to employ counsel, retain its own counsel at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that unless (i) the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed mutually agreed to give notice the retention of the Third Party Claim as provided above). If same counsel or (ii) the named parties to any such proceeding (including impleaded parties) include both the Indemnifying Party chooses and the Indemnified Party, and representation of such parties by the same counsel would be inappropriate due to defend actual or prosecute a Third potential differing interests between them, in which case, i.e. clause (ii), such separate counsel may be retained by the Indemnified Party Claim, all at the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon expense of the Indemnifying Party’s request) . The Indemnifying Party may elect to settle any claim or Proceeding defended by it without the provision written consent of the Indemnified Party provided that such settlement is limited solely to payment of monetary damages that are payable in full by the Indemnifying Party of records and information 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. (iii) Notwithstanding clause (ii) above, (x) the Indemnified Party mayis fully discharged at the time of the settlement from any liability with respect to the claim or proceeding, by and the Indemnified Party shall not admit any liability with respect thereto or settle, compromise, pay or discharge the same without the prior written notice to consent of the Indemnifying Party so long as the Indemnifying Party is controlling or defending such claim in good faith. The Indemnifying Party may not enter into any settlement that is not limited solely to payment of monetary damages without the Indemnified Party, assume 's prior written consent. Each of the Parties covenant to use all commercially reasonable efforts to cooperate fully with respect to the defense of any Third Party Claim if the Indemnified Party shall have been advised by counsel that there are one or more legal defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party, and, in the reasonable opinion of the Indemnified Party and its counsel, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party because such interests would be in conflict with those of the Indemnifying Party, or (y) if a Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims); provided, however, if the Indemnified Party assumes defense of such injunctive or equitable relief claim, the Indemnifying Party, subject to the provisions of action or proceeding covered by this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnifying Party’s liability with respect to any settlement or compromise shall be subject to Section 8(d)(iv) below. In the event of a Third Party injunctive or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iii8(d), subsection (y) shall control.

Matters Involving Third Parties. (ia) If any third party shall notify notifies any Indemnified Party (the “Indemnified Party”) with respect to any matter (a “Third Third-Party Claim”) which may give that gives rise to a claim for indemnification against the other an Indemnifying Party (the “Indemnifying Party”) under this Section 87, then the Indemnified Party shall promptly promptly, in a reasonable period of time after the claim is actually known by the Indemnified Party, notify the Indemnifying Party thereof in writing; which notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceedingwriting (a “Notice”); provided, however, failure to give such Notice shall not limit the right of an Indemnified Party to recover hereunder from any Indemnifying Party except to the extent that no delay on such Indemnifying Party is actually prejudiced as a result of such failure. 48 (b) Without limiting any rights of any insurers, as between the part Indemnified Party and the Indemnifying Party, in the case of any Third-Party Claims for which indemnification is sought, provided that the Indemnifying Party has within 15 days after receipt of the Notice from the Indemnified Party unconditionally acknowledged to the Indemnified Party in notifying writing its obligation to indemnify the Indemnifying Indemnified Party shall relieve the Indemnifying with respect to such Third-Party from Claim and to discharge in full any obligation hereunder unless (cost or expense arising out of such investigation, contest or settlement and then solely using counsel reasonably satisfactory to the extent) the Indemnifying Party thereby is prejudiced. (ii) If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party shall be entitled at its cost and expense to participate in (i) conduct and control any proceedings or negotiations with such third party, (ii) perform and control or direct the defense thereof andperformance of any required activities, if it so chooses, (iii) take all other steps to assume the defense thereof with counsel selected by the Indemnifying Party. Should settle or defend any such claim (provided that the Indemnifying Party so elect (y) shall not settle any such claim without the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) unless the settlement includes a complete release of the Indemnified Party with respect to assume the defense claim and no additional obligation, restriction or Damages shall be imposed on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder and (z) shall provide the Indemnified Party the opportunity to consult with the Indemnifying Party and advance written notice of any settlement of any claim with respect to any matter that would reasonably set a Third Party Claimprecedent that would materially interfere with, or have an material adverse impact on the business or financial condition of the Indemnified Party)), (iv) employ counsel to contest any such claim or liability, and (v) direct and control relevant insurance related matters; provided, the Indemnifying Party shall not have the right to assume control of such defense to the extent the claim for which the Indemnifying Party seeks to assume control: (A) seeks non‑monetary relief (except where non‑monetary relief is merely incidental to a primary claim or claims for monetary damages), (B) involves criminal allegations, or (C) that, if unsuccessful, would (i) reasonably be liable expected to exceed the amount of indemnification available pursuant to this Agreement, or (ii) imposes liability on the part of the Indemnified Party for any legal expenses subsequently incurred by which the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right is not entitled to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defenseindemnification hereunder. The Indemnifying Party shall be liable for shall, within 30 days after delivery of the fees and expenses Notice to Indemnifying Party (or sooner, if the nature of counsel employed by the Third-Party Claim so requires), notify the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim its intention as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party conduct and control of records and information 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. (iii) Notwithstanding clause (ii) above, (x) the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the defense of any Third Party Claim if the Indemnified Party shall have been advised by counsel that there are one or more legal defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party, and, in the reasonable opinion of the Indemnified Party and its counsel, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party because such interests would be in conflict with those of the Indemnifying Party, or (y) if a Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims); provided, however, if the Indemnified Party assumes defense of such injunctive or equitable relief claim, the Indemnifying Party, subject to the provisions of this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnified Party and its counsel shall cooperate with the Indemnifying Party and its counsel, including, without, limitation, preserving and providing all documents, records, and other materials that may be sought in discovery in such litigation, granting the Indemnifying Party and its counsel access to all such documents and records as may be reasonable necessary and appropriate for the purpose of such pursuit, contest, or defense, and making available to Indemnifying Party and its counsel personnel and employees (and to the extent possible, former personnel and employees) to review such documents and records, assist counsel in preparing and responding to discovery, and preparing for and testifying at deposition or trial, as may be reasonably requested and appropriate for the purpose of such pursuit, and the Sellers shall bear all of the out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Buyer and its Representatives in complying with such obligations. The Indemnified Party may thereafter participate in (but not control) the defense of any such Third-Party Claim with its own counsel at its own expense, unless separate representation is necessary to avoid an unwaivable conflict of interest, in which case such representation shall be selected by but at the expense of the Indemnifying Party. Until the Indemnified Party has received notice of the Indemnifying Party’s liability with respect election whether to defend any settlement claim, the Indemnified Party shall take reasonable steps to defend (but may not settle) such claim. If the Indemnifying Party shall decline to assume the defense of any such claim, the Indemnified Party may defend against such claim (provided that the Indemnified Party may not settle such claim without the consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned, or compromise shall be delayed) and the Indemnifying Party will remain responsible for any Damages the Indemnified Party may suffer as a result of such Third-Party Claim to the extent subject to Section 8(d)(iv) below. In the event of a Third Party injunctive or equitable relief claim that would fall indemnification under both subsections (x) and (y) of this Section 8(d)(iii)7. Following the Indemnifying Party’s notification that it has elected to defend a claim, subsection (y) at Indemnifying Party’s request, the Parties shall control.enter into a joint defense and common interest agreement regarding the defense and resolution of such claim. 49

Matters Involving Third Parties. (i) If any third party shall notify any 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 the any other Party (the “Indemnifying Party”) under this Section 87, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; which . Failure to give prompt notice of a Third-Party Claim hereunder shall provide reasonable detail and specificity as not affect the Indemnifying Party’s obligations, except to the claim or proceeding extent that the Indemnifying Party is materially prejudiced by such failure to give prompt notice. (ii) The Indemnifying Party shall have the right to assume and thereafter conduct the amount defense of damages sought in such claim or proceedingthe Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; 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. (ii) If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, any matter through counsel of its own choosing at its own expense; provided further, separate from the counsel employed by the Indemnifying Partyhowever, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for pay the fees and expenses of separate counsel employed by for the Indemnified Party for any period during which if (A) the Indemnifying Party has not assumed agreed to pay such fees and expenses or (B) the defense thereof named parties to any such action or proceeding (other than during including any period in which impleaded parties) include both the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information 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. (iii) Notwithstanding clause (ii) above, (x) the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the defense of any Third Party Claim if the and such Indemnified Party shall have been advised by counsel that there are one the representation of both parties would be inappropriate due to actual or more legal defenses available potential differing interests between them. (iii) The Indemnifying Party shall not consent to the Indemnified Party which are different from entry of any judgment or in addition to those available enter into any settlement with respect to the Indemnifying Party, and, in Third-Party Claim without the reasonable opinion prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably) unless the judgment or proposed settlement involves only the payment of money damages (accompanied by an acknowledgment that such amounts will be paid by the Indemnifying Party) and its counsel, counsel for does not impose an injunction or other equitable relief upon the Indemnified Party and does not require any admission of wrongdoing or liability by the Indemnified Party. (iv) Unless and until the Indemnifying Party could not adequately represent assumes the interests defense of the Third-Party Claim as provided in Section 7(d)(ii), the Indemnified Party because such interests would be may defend against the Third-Party Claim in conflict any manner it reasonably may deem appropriate. (v) In no event shall the Indemnified Party consent to the entry of any judgment or enter into any settlement with those respect to the Third-Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be withheld or (y) if a Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims); provided, however, if the Indemnified Party assumes defense of such injunctive or equitable relief claim, the Indemnifying Party, subject to the provisions of this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnifying Party’s liability with respect to any settlement or compromise shall be subject to Section 8(d)(iv) below. In the event of a Third Party injunctive or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iii), subsection (y) shall controldelayed unreasonably.

Matters Involving Third Parties. (i) If any third party shall notify any Party of the Buyer or the Stockholders (the “"Indemnified Party”") with respect to any matter (a “"Third Party Claim”") which may give rise to a claim for indemnification against the other Party (the “"Indemnifying Party”") under this Section 8, then the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing; which notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceeding; 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. (ii) If a Third Party Claim any claim referred to in the preceding paragraph is made brought against an Indemnified PartyParty or the Company or a Related Company by means of a Proceeding and the Indemnified Party gives notice to the Indemnifying Party of the commencement of such Proceeding, the Indemnifying Party shall will be entitled entitled, at its own expense, to participate in the defense thereof such Proceeding and, if to the extent that it so chooseswishes (unless (A) the Indemnifying Party (in the case of the Stockholders, one or more of them) is also a party to such Proceeding and the Indemnified Party determines in good faith that joint representation would be inappropriate or (B) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense thereof of such Proceeding with counsel selected by satisfactory to the Indemnifying Indemnified Party. Should After notice from the Indemnifying Party so elect to the Indemnified Party of its election to assume the defense of a Third Party Claimsuch Proceeding, the Indemnifying Party shall not will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Article for any legal fees of other counsel or any other expenses with respect to the defense of such Proceeding, in each case subsequently incurred by the Indemnified Party in connection with the defense thereofof such Proceeding, other than reasonable costs of investigation. If the Indemnifying Party assumes the defense of a Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such defense, claims may be effected by the Indemnifying Party without the Indemnified Party shall have Party's consent unless (A) there is no finding or admission of any violation of law or any violation of the right to participate rights of any Person and no effect on any other claims that may be made against the Indemnified Party, and (B) the sole relief provided is monetary damages that are paid in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed full by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees ; and expenses of counsel employed by (iii) the Indemnified Party for will have no Liability with respect to any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to give notice compromise or settlement of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information 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 hereunderclaims effected without its consent. (iii) Notwithstanding clause (ii) aboveIf notice is given to an Indemnifying Party of the commencement of any Proceeding and the Indemnifying Party does not, (x) within ten days after the Indemnified Party's notice is given, give notice to the Indemnified Party may, by prior written notice of its election to the Indemnifying Party, assume the defense of any Third Party Claim if the Indemnified Party shall have been advised by counsel that there are one or more legal defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Partysuch Proceeding, and, in the reasonable opinion of the Indemnified Party and its counsel, counsel for the Indemnifying Party could not adequately represent will be bound by any determination made in such Proceeding or any compromise or settlement effected by the interests Indemnified Party. (iv) None of the Indemnified Party because such interests would be in conflict with those of the Indemnifying Party, or (y) if a Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would Stockholders will be entitled to make any claim for indemnification under this Agreement against any of the Indemnified Party mayCompany or the Related Companies by reason of the fact that he or she was a director, by prior written notice officer, employee, or agent of any such entity or was serving at the request of any such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such claim is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such claim is pursuant to the Indemnifying Partyany statute, assume the right to defend the injunctive charter document, bylaw, agreement, or equitable relief claim (but not the monetary damages claims); provided, however, if the Indemnified Party assumes defense of such injunctive or equitable relief claim, the Indemnifying Party, subject to the provisions of this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnifying Party’s liability otherwise) with respect to any settlement Proceeding, complaint, claim, or compromise shall be subject demand brought by the Buyer or the Company against the Stockholders pursuant to Section 8(d)(iv) below. In the event of a Third Party injunctive or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iii), subsection (y) shall controlAgreement.

Matters Involving Third Parties. (ia) 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 the any other Party party (the “"Indemnifying Party”") under this Section 8, then the Indemnified Party shall promptly notify the each Indemnifying Party thereof in writing; which notice shall provide reasonable detail and specificity as to the claim or proceeding and the amount of damages sought in such claim or proceeding; provided, however, that no delay on the part of the Indemnified Party in notifying the 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. (iib) If a Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim is made against an Indemnified Party, with counsel of its choice so long as (i) the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by notifies the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, writing within 30 days after the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to give given notice of the Third Party Claim as provided above). If that the Indemnifying Party chooses to defend will indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer resulting from, arising out of; relating to, in the nature of; or prosecute a caused by the Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s requestii) the provision to Third Party Claim does not seek any material equitable relief, (iii) the Indemnifying Party of records shall conduct a good faith and information that are reasonably relevant to such Third Party Claimdiligent defense at its own expense, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (iiiiv) Notwithstanding clause (ii) above, (x) the Indemnifying Party keeps the Indemnified Party may, by prior written notice to apprised of the Indemnifying Party, assume status of the defense of any Third Party Claim if and furnishes the Indemnified Party shall have been advised with all documents and information reasonably requested by counsel that there are one or more legal defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party, and, in the reasonable opinion of the Indemnified Party and its counsel, counsel for the Indemnifying Party could not adequately represent the interests of the Indemnified Party because such interests would be in conflict with those of the Indemnifying Party, or (y) if a Third Party claim seeks injunctive or equitable relief in addition to monetary damages for which it would be entitled to indemnification under this Agreement the Indemnified Party may, by prior written notice to the Indemnifying Party, assume the right to defend the injunctive or equitable relief claim (but not the monetary damages claims); provided, however, that if the named parties to the Third Party Claim include both the Indemnifying Party and the Indemnified Party assumes and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the reasonable expense of separate counsel for such Indemnified Party shall be paid by the Indemnifying Party provided that such Indemnifying Party shall be obligated to pay for only one counsel in any jurisdiction. (c) So long as the Indemnifying Party is conducting the defense of such injunctive the Third Party Claim in accordance with Section 8.5(b) above, (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or equitable relief claimenter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim unless written agreement is obtained releasing the Indemnified Party from all liability thereunder. (d) In the event any of the conditions in Section 8.5(b) above is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Indemnifying Third Party Claim in any manner it may deem appropriate (with the prior written consent of the Indemnified Party, subject which consent shall not unreasonably be withheld), (ii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including 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 provisions of fullest extent provided in this Section 8, shall be responsible for the reasonable fees and expenses of counsel employed by the Indemnified Party in defending, compromising or settling such claim; provided that the Indemnifying Party’s liability with respect to any settlement or compromise shall be subject to Section 8(d)(iv) below. In the event of a Third Party injunctive or equitable relief claim that would fall under both subsections (x) and (y) of this Section 8(d)(iii), subsection (y) shall control.