Common use of PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS Clause in Contracts

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If any Seller Indemnified Person or Buyer Indemnified Person entitled to indemnification under this Agreement (an "Indemnitee") receives notice of the commencement of any Proceeding by any Person who is not a party to this Agreement or an affiliate of such a party (a "Third Party Claim") against such Indemnitee for which a party is obligated to provide indemnification under this Agreement (an "Indemnitor"), the Indemnitee will give such Indemnitor reasonably prompt written notice thereof (the "Third Party Claim Notice"), but the failure to so notify Indemnitor shall not relieve Indemnitor of its indemnity obligations with respect to such Third Party Claim unless the Indemnitor establishes that the defense of such Third Party Claim is actually prejudiced by the Indemnitee's failure to give such notice. The Third Party Claim Notice will describe the Third Party Claim in reasonable detail and will indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnitee. Except as otherwise set forth in this Section 10.5, the Indemnitor will have the right to assume the defense of any Third Party Claim at the Indemnitor's own expense and with counsel selected by the Indemnitor (which counsel shall be reasonably satisfactory to the Indemnitee) by giving to the Indemnitee written notice in which the Indemnitor acknowledges its responsibility to indemnify the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt of the Third Party Claim Notice. The Indemnitor shall not be entitled to assume the defense of, and the Indemnitee shall be entitled to have sole control over, the defense or settlement of any Third Party Claim to the extent that such claim seeks an order, injunction or other equitable relief against the Indemnitee which, if successful, would be reasonably likely to materially interfere with the business, operations, assets, or financial condition of the Indemnitee. In the event the Indemnitor assumes the defense of a Third Party Claim, the Indemnitee will cooperate in good faith with the Indemnitor in such defense and will have the right to participate in the defense of any Third Party Claim assisted by counsel of its own choosing and at its own expense. Notwithstanding the foregoing, if the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnitor and the Indemnitee or if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and the Indemnitee in good faith determines that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the Indemnitee shall have the right to retain its own counsel at the cost and expense of the Indemnitor. If the Indemnitee does not receive the Assumption Notice within the thirty calendar day period set forth above or if the Indemnitor is not entitled to assume the defense of the Third Party Claim, the Indemnitee shall have sole control over the defense and settlement of the Third Party Claim, and the Indemnitor will be liable for all Damages paid or incurred in connection therewith

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party under Section 8.02, 8.03 or 8.04 of oral or written notice of a claim or the commencement of any proceeding against it, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is prejudiced thereby. In case any such proceeding shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would create a conflict of interest) to assume the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case, subsequently incurred by such indemnified party in connection with the defense thereof. If an indemnifying party assumes the defense of such proceeding, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's consent (which consent may not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of law or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If any Seller Indemnified Person or Buyer Indemnified Person entitled notice is given to indemnification under this Agreement (an "Indemnitee") receives notice indemnifying party of the commencement of any Proceeding by any Person who proceeding and it does not, within fifteen (15) business days after the indemnified party's notice is not a given, give notice to the indemnified party to this Agreement or an affiliate of such a party (a "Third Party Claim") against such Indemnitee for which a party is obligated to provide indemnification under this Agreement (an "Indemnitor"), the Indemnitee will give such Indemnitor reasonably prompt written notice thereof (the "Third Party Claim Notice"), but the failure to so notify Indemnitor shall not relieve Indemnitor of its indemnity obligations with respect to such Third Party Claim unless the Indemnitor establishes that the defense of such Third Party Claim is actually prejudiced by the Indemnitee's failure to give such notice. The Third Party Claim Notice will describe the Third Party Claim in reasonable detail and will indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnitee. Except as otherwise set forth in this Section 10.5, the Indemnitor will have the right election to assume the defense of thereof, the indemnifying party shall be bound by any Third Party Claim at the Indemnitor's own expense and with counsel selected determination made in such action or any compromise or settlement thereof effected by the Indemnitor (indemnified party. All indemnification obligations of the parties hereto shall survive any termination of this Merger Agreement pursuant to Article IX hereof. After the Closing, in the case of a claim as to which counsel Veeco or Acquisition is the indemnified party, references in this Section 8.05 to the indemnifying party shall be reasonably satisfactory deemed to refer to the Indemnitee) by giving to the Indemnitee written notice in which the Indemnitor acknowledges its responsibility to indemnify the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt of the Third Party Claim Notice. The Indemnitor shall not be entitled to assume the defense of, and the Indemnitee shall be entitled to have sole control over, the defense or settlement of any Third Party Claim Stockholders' Representative to the extent that such claim seeks an order, injunction or other equitable relief against any amounts payable by the Indemnitee which, if successful, would indemnifying party shall be reasonably likely to materially interfere with payable from the business, operations, assets, or financial condition of the Indemnitee. In the event the Indemnitor assumes the defense of a Third Party Claim, the Indemnitee will cooperate in good faith with the Indemnitor in such defense and will have the right to participate in the defense of any Third Party Claim assisted by counsel of its own choosing and at its own expense. Notwithstanding the foregoing, if the named parties Veeco Shares held pursuant to the Third Party Claim (including any impleaded parties) include both the Indemnitor and the Indemnitee or if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and the Indemnitee in good faith determines that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the Indemnitee shall have the right to retain its own counsel at the cost and expense of the Indemnitor. If the Indemnitee does not receive the Assumption Notice within the thirty calendar day period set forth above or if the Indemnitor is not entitled to assume the defense of the Third Party Claim, the Indemnitee shall have sole control over the defense and settlement of the Third Party Claim, and the Indemnitor will be liable for all Damages paid or incurred in connection therewithEscrow Agreement.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If any Seller Indemnified Person or Buyer Indemnified Person entitled to indemnification under this Agreement (an "Indemnitee") receives Promptly after service of notice of the commencement any claim or of any Proceeding process by any Person who is not a third person in any matter in respect of which indemnity may be sought from the other party pursuant to this Agreement or an affiliate of such a party (a "Third Party Claim") against such Indemnitee for which a party is obligated to provide indemnification under this Agreement (an "Indemnitor")Agreement, the Indemnitee will give such Indemnitor reasonably prompt written notice thereof party in receipt of the claim (the "Third Party Claim NoticeIndemnified Party"), but ) shall notify the failure to so notify Indemnitor shall not relieve Indemnitor of its indemnity obligations with respect to such Third Party Claim unless other party (the Indemnitor establishes that the defense of such Third Party Claim is actually prejudiced by the Indemnitee's failure to give such notice. The Third Party Claim Notice will describe the Third Party Claim in reasonable detail and will indicate the estimated amount, if reasonably practicable, "Indemnifying Party") of the Damages receipt thereof. Unless the Indemnifying Party shall notify the Indemnified Party that have been or may be sustained by the Indemnitee. Except as otherwise set forth in this Section 10.5, the Indemnitor will have the right it elects to assume the defense of any Third such claim or process or settlement thereof (such notice to be given as promptly as reasonably possible in view of the necessity to arrange for such defense and in no event later than 10 business days following receipt of said notice), the Indemnified Party Claim at shall assume the Indemnitor's own defense of any such claim or process or settlement thereof. The Indemnified Party shall not be liable for any legal or other expense and in connection with counsel selected by the Indemnitor (which counsel shall be reasonably satisfactory to defense of any claim or process unless the Indemnitee) by giving to the Indemnitee written notice Indemnifying Party is successful in which the Indemnitor acknowledges contesting its responsibility obligation to indemnify the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt Indemnified Party in respect of such claim or process. The defense of the Third Indemnified Party Claim Notice. The Indemnitor shall not be entitled to assume conducted expeditiously (but with due regard for obtaining the defense ofmost favorable outcome reasonably likely under the circumstances, taking into account costs and expenditures) and the Indemnitee Indemnifying Party or Indemnified Party, as the case may be, shall be entitled to have sole control overadvised promptly of all developments. If the Indemnifying Party assumes the defense, the defense or settlement of any Third Indemnified Party Claim to the extent that such claim seeks an order, injunction or other equitable relief against the Indemnitee which, if successful, would be reasonably likely to materially interfere with the business, operations, assets, or financial condition of the Indemnitee. In the event the Indemnitor assumes the defense of a Third Party Claim, the Indemnitee will cooperate in good faith with the Indemnitor in such defense and will have the right to participate retain its own counsel, and in any event, will provide assistance to the defense Indemnifying Party in connection with the defenses of any Third Party Claim assisted by such claim, but the fees and expenses of such counsel of its own choosing and will be at its own expense. Notwithstanding expense unless (i) the foregoing, if Indemnifying Party shall have agreed to the retention of such counsel for both the Indemnifying Party and the Indemnified Party or (ii) the named parties to the Third Party Claim any such suit, action or proceeding (including any impleaded parties) include both the Indemnitor Indemnifying Party and the Indemnitee or if the Indemnitor proposes that the same counsel represent both the Indemnitee Indemnified Party and the Indemnitor and the Indemnitee in good faith determines that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the Indemnitee shall have the right to retain its own counsel at the cost and expense of the Indemnitor. If the Indemnitee does not receive the Assumption Notice within the thirty calendar day period set forth above or if the Indemnitor is not entitled to assume the defense of the Third Party Claim, the Indemnitee shall have sole control over the defense and settlement of the Third Party Claim, and the Indemnitor will be liable for all Damages paid or incurred in connection therewithsame

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party under Section 2 or 3 or 19 or 20 of written notice of a claim or the commencement of any proceeding against it, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof, but the failure to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is prejudiced thereby. In case any such proceeding shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate) to assume the defense thereof without counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such unindemnified party under such Section for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case, subsequently incurred by such indemnified party in connection with the defense thereof. If an indemnifying party assumes the defense of such proceeding, (a) no compromise or settlement thereof may be affected by the indemnifying party without the indemnified party's reasonable consent unless (i) there is not finding or admission of any violation of law or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party, and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If any Seller Indemnified Person or Buyer Indemnified Person entitled notice is given to indemnification under this Agreement (an "Indemnitee") receives notice indemnifying party of the commencement of any Proceeding by any Person who proceeding and it does not, within fifteen (15) business days after the indemnified party's notice is not a given, give notice to the indemnified party to this Agreement or an affiliate of such a party (a "Third Party Claim") against such Indemnitee for which a party is obligated to provide indemnification under this Agreement (an "Indemnitor"), the Indemnitee will give such Indemnitor reasonably prompt written notice thereof (the "Third Party Claim Notice"), but the failure to so notify Indemnitor shall not relieve Indemnitor of its indemnity obligations with respect to such Third Party Claim unless the Indemnitor establishes that the defense of such Third Party Claim is actually prejudiced by the Indemnitee's failure to give such notice. The Third Party Claim Notice will describe the Third Party Claim in reasonable detail and will indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnitee. Except as otherwise set forth in this Section 10.5, the Indemnitor will have the right election to assume the defense of thereof, the indemnifying party shall be bound by any Third Party Claim at the Indemnitor's own expense and with counsel selected determination made in such action or any compromise or settlement thereof effected by the Indemnitor (which counsel shall be reasonably satisfactory to the Indemnitee) by giving to the Indemnitee written notice in which the Indemnitor acknowledges its responsibility to indemnify the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt of the Third Party Claim Notice. The Indemnitor shall not be entitled to assume the defense of, and the Indemnitee shall be entitled to have sole control over, the defense or settlement of any Third Party Claim to the extent that such claim seeks an order, injunction or other equitable relief against the Indemnitee which, if successful, would be reasonably likely to materially interfere with the business, operations, assets, or financial condition of the Indemnitee. In the event the Indemnitor assumes the defense of a Third Party Claim, the Indemnitee will cooperate in good faith with the Indemnitor in such defense and will have the right to participate in the defense of any Third Party Claim assisted by counsel of its own choosing and at its own expenseindemnified party. Notwithstanding the foregoing, if the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnitor and the Indemnitee or if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and the Indemnitee an indemnified party determines in good faith determines that representation there is a reasonable probability that a proceeding may adversely affect it or its affiliates, other than as a result of both parties monetary damages, such indemnified party may, by notice to the same counsel would be inappropriate due to actual or potential differing interests between themindemnifying party, then assume the Indemnitee shall have the exclusive right to retain defend, compromise or settle such proceeding, but the indemnifying party shall not be bound by an determination of a proceeding so defended or any compromise or settlement thereof effected without its own counsel at the cost and expense of the Indemnitor. If the Indemnitee does consent (which shall not receive the Assumption Notice within the thirty calendar day period set forth above or if the Indemnitor is not entitled to assume the defense of the Third Party Claim, the Indemnitee shall have sole control over the defense and settlement of the Third Party Claim, and the Indemnitor will be liable for all Damages paid or incurred in connection therewithunreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party under Section 8.02 or 8.03 of oral or written notice of a claim or the commencement of any proceeding against it, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is prejudiced thereby. In case any such proceeding shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would create a conflict of interest) to assume the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case, subsequently incurred by such indemnified party in connection with the defense thereof. If an indemnifying party assumes the defense of such proceeding, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's reasonable consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If any Seller Indemnified Person or Buyer Indemnified Person entitled notice is given to indemnification under this Agreement (an "Indemnitee") receives notice indemnifying party of the commencement of any Proceeding by any Person who proceeding and it does not, within fifteen (15) business days after the indemnified party's notice is not a given, give notice to the indemnified party to this Agreement or an affiliate of such a party (a "Third Party Claim") against such Indemnitee for which a party is obligated to provide indemnification under this Agreement (an "Indemnitor"), the Indemnitee will give such Indemnitor reasonably prompt written notice thereof (the "Third Party Claim Notice"), but the failure to so notify Indemnitor shall not relieve Indemnitor of its indemnity obligations with respect to such Third Party Claim unless the Indemnitor establishes that the defense of such Third Party Claim is actually prejudiced by the Indemnitee's failure to give such notice. The Third Party Claim Notice will describe the Third Party Claim in reasonable detail and will indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnitee. Except as otherwise set forth in this Section 10.5, the Indemnitor will have the right election to assume the defense of thereof, the indemnifying party shall be bound by any Third Party Claim at the Indemnitor's own expense and with counsel selected determination made in such action or any compromise or settlement thereof effected by the Indemnitor (indemnified party. All indemnification obligations of the parties hereto shall survive any termination of this Agreement pursuant to Article IX hereof. After the Closing, in the case of a claim as to which counsel Veeco or Acquisition is the indemnified party, references in this Section 8.04 to the indemnifying party shall be reasonably satisfactory deemed to refer to the Indemnitee) Stockholder's Committee; PROVIDED, that any amounts payable by giving the indemnifying party shall be payable solely from the Veeco Shares held pursuant to the Indemnitee written notice in which the Indemnitor acknowledges its responsibility to indemnify the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt of the Third Party Claim Notice. The Indemnitor shall not be entitled to assume the defense of, and the Indemnitee shall be entitled to have sole control over, the defense or settlement of any Third Party Claim to the extent that such claim seeks an order, injunction or other equitable relief against the Indemnitee which, if successful, would be reasonably likely to materially interfere with the business, operations, assets, or financial condition of the Indemnitee. In the event the Indemnitor assumes the defense of a Third Party Claim, the Indemnitee will cooperate in good faith with the Indemnitor in such defense and will have the right to participate in the defense of any Third Party Claim assisted by counsel of its own choosing and at its own expense. Notwithstanding the foregoing, if the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnitor and the Indemnitee or if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and the Indemnitee in good faith determines that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the Indemnitee shall have the right to retain its own counsel at the cost and expense of the Indemnitor. If the Indemnitee does not receive the Assumption Notice within the thirty calendar day period set forth above or if the Indemnitor is not entitled to assume the defense of the Third Party Claim, the Indemnitee shall have sole control over the defense and settlement of the Third Party Claim, and the Indemnitor will be liable for all Damages paid or incurred in connection therewithEscrow Agreement.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If any Seller Indemnified Person Promptly after receipt by an indemnified party under Section 11.2 or Buyer Indemnified Person entitled to indemnification under this Agreement (an "Indemnitee") receives 11.3 of notice of the commencement by a third party of any Proceeding by any Person who is not a party to this Agreement or an affiliate of such a party against it (a "“Third Party Claim") against such Indemnitee for which a party is obligated to provide indemnification under this Agreement (an "Indemnitor"”), such indemnified party will, if a claim is to be made against an indemnifying party under such Section, promptly give notice to the Indemnitee will give indemnifying party of the commencement of such Indemnitor reasonably prompt written notice thereof Proceeding (the "a “Third Party Claim Notice"”), but the failure to so notify Indemnitor shall not relieve Indemnitor of its indemnity obligations with respect to such Third Party Claim unless the Indemnitor establishes that the defense of such . (b) If any Third Party Claim is actually prejudiced by the Indemnitee's failure to give brought against a party and such notice. The party gives Third Party Claim Notice will describe to the Third Party Claim in reasonable detail and will indicate the estimated amount, if reasonably practicable, indemnifying party of the Damages that have been or may be sustained by the Indemnitee. Except as otherwise set forth in this Section 10.5, the Indemnitor will have the right to assume the defense of any Third Party Claim at the Indemnitor's own expense and with counsel selected by the Indemnitor (which counsel shall be reasonably satisfactory to the Indemnitee) by giving to the Indemnitee written notice in which the Indemnitor acknowledges its responsibility to indemnify the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt commencement of the Third Party Claim Notice. The Indemnitor shall not be entitled to assume Proceeding forming the defense of, and the Indemnitee shall be entitled to have sole control over, the defense or settlement of any Third Party Claim to the extent that such claim seeks an order, injunction or other equitable relief against the Indemnitee which, if successful, would be reasonably likely to materially interfere with the business, operations, assets, or financial condition of the Indemnitee. In the event the Indemnitor assumes the defense of a Third Party Claim, the Indemnitee will cooperate in good faith with the Indemnitor in such defense and will have the right to participate in the defense of any Third Party Claim assisted by counsel of its own choosing and at its own expense. Notwithstanding the foregoing, if the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnitor and the Indemnitee or if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and the Indemnitee in good faith determines that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the Indemnitee shall have the right to retain its own counsel at the cost and expense of the Indemnitor. If the Indemnitee does not receive the Assumption Notice within the thirty calendar day period set forth above or if the Indemnitor is not entitled to assume the defense basis of the Third Party Claim, the Indemnitee shall have sole control over indemnifying party will be entitled to participate in such Proceeding and, to the extent that it wishes (unless the indemnifying party is also a party to such Proceeding and the indemnified party is advised in writing by its counsel that joint representation would be inappropriate under applicable standards of professional conduct), or (ii) 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 and of such Proceeding and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will not be liable to the indemnified party under this Article XI for any fees of other counsel or any other expenses with respect to the defense of such Proceeding subsequently incurred by the indemnified party in connection with the defense of such Proceeding. If the indemnifying party assumes the defense of a Proceeding, no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party’s consent unless (A) there is no finding or admission of any violation of Legal Requirements, and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party. If a Third Party Claim Notice is given to the indemnifying party and the indemnifying party does not, within ten (10) days after the Third Party Claim Notice is given, give notice to the indemnified party of its election to assume the defense of such Proceeding, the indemnified party shall proceed with the defense of such Third Party Claim; provided, however, that no compromise or settlement of such claims may be effected by the indemnified party without the indemnifying party’s consent. (c) Notwithstanding the foregoing, if an indemnified party determines in good faith that there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of monetary damages for which it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying party, and at its sole cost and expense, participate in the Indemnitor will be liable for all Damages paid defense, compromise or incurred in connection therewithsettlement of such Proceeding. 11.11

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If any Seller Indemnified Person Promptly after receipt by an indemnified party under Section 10.2 or Buyer Indemnified Person entitled to indemnification under this Agreement (an "Indemnitee") receives 10.3 of notice of the commencement of any Proceeding by any Person who against it, such indemnified party will, if a claim is not a to be made against an indemnifying party under such Section, give notice to this Agreement or an affiliate the indemnifying party of the commencement of such a party (a "Third Party Claim") against such Indemnitee for which a party is obligated to provide indemnification under this Agreement (an "Indemnitor"), the Indemnitee will give such Indemnitor reasonably prompt written notice thereof (the "Third Party Claim Notice")claim, but the failure to so notify Indemnitor shall the indemnifying party will not relieve Indemnitor the indemnifying party of its indemnity obligations with respect any liability that it may have to such Third Party Claim unless any indemnified party, except to the Indemnitor establishes extent that the indemnifying party demonstrates that the defense of such Third Party Claim action is actually prejudiced by the Indemniteeindemnifying party's failure to give such notice. The Third Party Claim Notice will describe If any Proceeding referred to in Section 10.7(a) is brought against an indemnified party and it gives notice to the Third Party Claim in reasonable detail and will indicate the estimated amount, if reasonably practicable, indemnifying party of the Damages that have been or may be sustained by the Indemnitee. Except as otherwise set forth in this Section 10.5commencement of such Proceeding, the Indemnitor will have indemnifying party will, unless the right claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) 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 (ii) 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 of any Third Party Claim at the Indemnitor's own expense and such Proceeding with counsel selected by the Indemnitor (which counsel shall be reasonably satisfactory to the Indemnitee) by giving indemnified party and, after notice from the indemnifying party to the Indemnitee written notice in which the Indemnitor acknowledges indemnified party of its responsibility to indemnify the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt of the Third Party Claim Notice. The Indemnitor shall not be entitled election to assume the defense of, and the Indemnitee shall be entitled to have sole control overof such Proceeding, the defense or settlement of any Third Party Claim indemnifying party will not, as long as it diligently conducts such defense, be liable to the extent that indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such claim seeks an orderProceeding, injunction or other equitable relief against in each case subsequently incurred by the Indemnitee which, if successful, would be reasonably likely to materially interfere indemnified party in connection with the businessdefense of such Proceeding, operations, assets, or financial condition other than reasonable costs of investigation. If the Indemnitee. In the event the Indemnitor indemnifying party assumes the defense of a Third Party ClaimProceeding, (i) it will be conclusively established for purposes of this Agreement that the Indemnitee will cooperate claims made in good faith with that Proceeding are within the Indemnitor scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the 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 such defense full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the right commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to participate in the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any Third Party Claim assisted determination made in such Proceeding or any compromise or settlement effected by counsel of its own choosing and at its own expensethe indemnified party. Notwithstanding the foregoing, if the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnitor and the Indemnitee or if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and the Indemnitee an indemnified party determines in good faith determines that representation there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of both parties by the same counsel monetary damages for which it would be inappropriate due entitled to actual or potential differing interests between themindemnification under this Agreement, then the Indemnitee shall have indemnified party may, by notice to the indemnifying party, assume the exclusive right to retain defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its own counsel at consent (which may not be unreasonably withheld). Each Seller hereby consents to the cost and expense non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the Indemnitor. If the Indemnitee does not receive the Assumption Notice within the thirty calendar day period set forth above or if the Indemnitor is not entitled to assume the defense of the Third Party Claim, the Indemnitee shall have sole control over the defense and settlement of the Third Party Claimmatters alleged therein, and agree that process may be served on such Seller with respect to such a claim anywhere in the Indemnitor will world. Buyers hereby consent to the non-exclusive jurisdiction of any court in which a Proceeding is brought against Sellers or any of its Representatives, controlling Persons, and Affiliates for purposes of any claim that Sellers may have under this Agreement with respect to such Proceeding or the matters alleged therein, and agree that process may be liable for all Damages paid or incurred served on Buyers with respect to such a claim anywhere in connection therewiththe world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If any Seller Indemnified Person Promptly after receipt by an indemnified party under Section 10.2 or Buyer Indemnified Person entitled to indemnification under this Agreement (an "Indemnitee") receives Section 10.3 of notice of the commencement of any Proceeding action by any Person who a Third Party, such indemnified party shall, if a claim in respect thereof is not a to be made against an indemnifying party to this Agreement under such Section 10.2 or an affiliate of such a party (a "Third Party Claim") against such Indemnitee for which a party is obligated to provide indemnification under this Agreement (an "Indemnitor")Section 10.3, the Indemnitee will as applicable, give such Indemnitor reasonably prompt written notice thereof (to the "Third Party Claim Notice")indemnifying party of the commencement thereof, but the failure so to so notify Indemnitor the indemnifying party shall not relieve Indemnitor it of its indemnity obligations with respect any Liability that it may have to such Third Party Claim unless any indemnified party except to the Indemnitor establishes extent the indemnifying party demonstrates that the defense of such Third Party Claim action is actually materially prejudiced by thereby, subject in all events to the Indemnitee's failure provisions of Section 10.1. In case any such action shall be brought against an indemnified party and it shall give written notice to give the indemnifying party of the commencement thereof, the indemnifying party shall be entitled, in each case at its own cost and expense, to participate in the defense thereof and, to the extent that it may wish and for so long as the indemnifying party is diligently pursuing such noticedefense in good faith, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. The Third Party Claim Notice will describe indemnifying party shall have full control of such defense and proceedings of a claim assumed by it pursuant to this Section 10.4, including any compromise or settlement thereof; provided, however, that the Third Party Claim in reasonable detail and will indicate indemnifying party shall not consent to the estimated amount, if reasonably practicable, entry of any judgment or enter into any settlement agreement without the written consent of the Damages that have been indemnified party (which consent shall not be unreasonably withheld, conditioned or may be sustained by delayed). If the Indemnitee. Except as otherwise set forth in this Section 10.5, the Indemnitor will have the right indemnifying party elects to assume the defense of any Third Party Claim such action, the indemnified party shall have the right to employ separate counsel at the Indemnitor's its own expense and with counsel selected by to participate in, but not control, the Indemnitor defense thereof. If the indemnifying party elects not to assume (which counsel or fails to assume) the defense of such action, the indemnified party shall be reasonably satisfactory to the Indemnitee) by giving to the Indemnitee written notice in which the Indemnitor acknowledges its responsibility to indemnify the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt of the Third Party Claim Notice. The Indemnitor shall not be entitled to assume the defense ofof such action with counsel of its own choice, at the expense of the indemnifying party. If the action is asserted against both the indemnifying party and the Indemnitee indemnified party and there is a conflict of interest that renders it inappropriate for the same counsel to represent both the indemnifying party and the indemnified party, the indemnifying party shall be entitled to have sole control overresponsible for paying for separate counsel for the indemnified party; provided, however, that if there is more than one indemnified party, the defense indemnifying party shall not be responsible for paying for more than one separate firm of attorneys to represent the indemnified parties, regardless of the number of indemnified parties. The indemnifying party shall have no liability with respect to any compromise or settlement of any Third Party Claim to the extent that such claim seeks an orderaction effected without its written consent (which shall not be unreasonably withheld, injunction conditioned or other equitable relief against the Indemnitee which, if successful, would be reasonably likely to materially interfere with the business, operations, assets, or financial condition of the Indemnitee. In the event the Indemnitor assumes the defense of a Third Party Claim, the Indemnitee will cooperate in good faith with the Indemnitor in such defense and will have the right to participate in the defense of any Third Party Claim assisted by counsel of its own choosing and at its own expense. Notwithstanding the foregoing, if the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnitor and the Indemnitee or if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and the Indemnitee in good faith determines that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the Indemnitee shall have the right to retain its own counsel at the cost and expense of the Indemnitor. If the Indemnitee does not receive the Assumption Notice within the thirty calendar day period set forth above or if the Indemnitor is not entitled to assume the defense of the Third Party Claim, the Indemnitee shall have sole control over the defense and settlement of the Third Party Claim, and the Indemnitor will be liable for all Damages paid or incurred in connection therewithdelayed).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If any Seller Purchaser Indemnified Person or Buyer Rite Indemnified Person entitled to indemnification under this Agreement (an "Indemnitee") receives notice of the commencement of any Proceeding by any Person who is not a party to this Agreement or an affiliate Affiliate of such a party (a "Third Party Claim") against such Indemnitee for which a party is obligated to provide indemnification under this Agreement (an "IndemnitorIndemnifying Party"), the Indemnitee will give such Indemnitor Indemnifying Party reasonably prompt written notice thereof (the "Third Party Claim Notice"), but the failure to so notify Indemnitor Indemnifying Party shall not relieve Indemnitor Indemnifying Party of its indemnity obligations with respect to such Third Party Claim unless the Indemnitor Indemnifying Party establishes that the defense of such Third Party Claim is actually prejudiced by the Indemnitee's failure to give such notice. The Third Party Claim Notice will describe the Third Party Claim in reasonable detail and will indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnitee. Except as otherwise set forth in this Section 10.58.4, the Indemnitor Indemnifying Party will have the right to assume the defense of any Third Party Claim at the IndemnitorIndemnifying Party's own expense and with counsel selected by the Indemnitor Indemnifying Party (which counsel shall be reasonably satisfactory to the Indemnitee) by giving to the Indemnitee written notice in which the Indemnitor Indemnifying Party acknowledges its responsibility to indemnify the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt of the Third Party Claim Notice. The Indemnitor Indemnifying Party shall not be entitled to assume the defense of, and the Indemnitee shall be entitled to have sole control over, the defense or settlement of any Third Party Claim to the extent that such claim seeks an order, injunction or other equitable relief against the Indemnitee which, if successful, would be reasonably likely to materially interfere with the business, operations, assets, or financial condition of the Indemnitee. In the event the Indemnitor Indemnifying Party assumes the defense of a Third Party Claim, the Indemnitee will cooperate in good faith with the Indemnitor Indemnifying Party in such defense and will have the right to participate in the defense of any Third Party Claim assisted by counsel of its own choosing and at its own expense. Notwithstanding the foregoing, if the named parties to the Third Party Claim (including including, without limitation, any impleaded parties) include both the Indemnitor Indemnifying Party and the Indemnitee or if the Indemnitor Indemnifying Party proposes that the same counsel represent both the Indemnitee and the Indemnitor Indemnifying Party and the Indemnitee in good faith determines that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the Indemnitee shall have the right to retain its own counsel at the cost and expense of the IndemnitorIndemnifying Party. If the Indemnitee does not receive the Assumption Notice within the thirty calendar day period set forth above or if the Indemnitor Indemnifying Party is not entitled entitled, as provided in this Section 8.4(a), to assume the defense of the Third Party Claim, the Indemnitee shall have sole control over the defense and settlement of the Third Party Claim, and the Indemnitor Indemnifying Party will be liable for all Damages paid or incurred in connection therewiththerewith to the extent the Indemnifying Party is obligated to provide indemnification under this Agreement.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party under Section 7.5(a) or 7.5(b) of notice of commencement of any proceeding against it by a third party (anot a Party or Affiliate of a Party), such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim. The failure to notify the indemnifying party within thirty (30) days of receipt of notice of the third party claim will relieve the indemnifying party of any liability that it may have to any indemnified party with respect to such claim only to the extent indemnifying party is actually prejudiced by the failure to provide such timely notice. If any Seller Indemnified Person or Buyer Indemnified Person such notice is timely given, the indemnifying party will be entitled to indemnification participate in such proceeding and, to the extent that it wishes, may assume the defense of such proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not be liable to the indemnified party under this Article VII for any fees of other counsel or any other expenses with respect to the defense of such proceeding incurred after such notice. If the indemnifying party assumes the defense of the proceeding, (1) it will be conclusively established that for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; and (2) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party’s Consent unless (A) there is no finding or admission of any violation of legal requirements or any violation of the 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 full by the indemnifying party. If notice is given to an "Indemnitee") receives notice indemnifying party of the commencement of any Proceeding by any Person who proceeding and the indemnifying party does not, within fifteen (15) days after the indemnified party’s notice is not a given, give notice to the indemnified party to this Agreement or an affiliate of such a party (a "Third Party Claim") against such Indemnitee for which a party is obligated to provide indemnification under this Agreement (an "Indemnitor"), the Indemnitee will give such Indemnitor reasonably prompt written notice thereof (the "Third Party Claim Notice"), but the failure to so notify Indemnitor shall not relieve Indemnitor of its indemnity obligations with respect to such Third Party Claim unless the Indemnitor establishes that the defense of such Third Party Claim is actually prejudiced by the Indemnitee's failure to give such notice. The Third Party Claim Notice will describe the Third Party Claim in reasonable detail and will indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnitee. Except as otherwise set forth in this Section 10.5, the Indemnitor will have the right election to assume the defense of such proceeding, the indemnifying party will be bound by any Third Party Claim at the Indemnitor's own expense and with counsel selected determination made in such proceeding or any compromise or settlement effected by the Indemnitor (which counsel shall be reasonably satisfactory to indemnified party, provided, however, that the Indemnitee) by giving to the Indemnitee written notice in which the Indemnitor acknowledges its responsibility indemnifying party is otherwise obligated to indemnify the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt of the Third Party Claim Notice. The Indemnitor shall not be entitled indemnified party pursuant to assume the defense of, and the Indemnitee shall be entitled to have sole control over, the defense or settlement of any Third Party Claim to the extent that such claim seeks an order, injunction or other equitable relief against the Indemnitee which, if successful, would be reasonably likely to materially interfere with the business, operations, assets, or financial condition of the Indemnitee. In the event the Indemnitor assumes the defense of a Third Party Claim, the Indemnitee will cooperate in good faith with the Indemnitor in such defense and will have the right to participate in the defense of any Third Party Claim assisted by counsel of its own choosing and at its own expense. Notwithstanding the foregoing, if the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnitor and the Indemnitee or if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and the Indemnitee in good faith determines that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the Indemnitee shall have the right to retain its own counsel at the cost and expense of the Indemnitor. If the Indemnitee does not receive the Assumption Notice within the thirty calendar day period set forth above or if the Indemnitor is not entitled to assume the defense of the Third Party Claim, the Indemnitee shall have sole control over the defense and settlement of the Third Party Claim, and the Indemnitor will be liable for all Damages paid or incurred in connection therewiththis Section 7.5.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If any Seller Indemnified Promptly after receipt by an indemnified Person or Buyer Indemnified Person entitled to indemnification Party under Sections 12.2 and 12.3 of this Agreement (an "Indemnitee") receives of notice of the commencement of any Proceeding by proceeding against it, such indemnified or Party will, if a claim is to be made against an indemnifying Party under such Section, give notice to the indemnifying Party of the commencement of such claim. If any proceeding referred to in this Section 12.6 is brought against an indemnified Person who or Party and it gives notice to the indemnifying Party of the commencement of such proceeding, the indemnifying Party will be entitled to participate in such proceeding and, to the extent that it wishes (unless (i) the indemnifying Party is not also a party to this Agreement such proceeding and the indemnified Person or an affiliate of such a party Party determines in good faith that joint representation would be inappropriate, or (a "Third ii) the indemnifying Party Claim") against such Indemnitee for which a party is obligated fails to provide indemnification under this Agreement (an "Indemnitor"), reasonable assurance to the Indemnitee will give such Indemnitor reasonably prompt written notice thereof (the "Third indemnified Person or Party Claim Notice"), but the failure to so notify Indemnitor shall not relieve Indemnitor of its indemnity obligations financial capacity to defend such proceeding and provide indemnification with respect to such Third Party Claim unless the Indemnitor establishes that the defense of such Third Party Claim is actually prejudiced by the Indemnitee's failure to give such notice. The Third Party Claim Notice will describe the Third Party Claim in reasonable detail and will indicate the estimated amountproceeding), if reasonably practicable, of the Damages that have been or may be sustained by the Indemnitee. Except as otherwise set forth in this Section 10.5, the Indemnitor will have the right to assume the defense of any Third such proceeding and, after notice from the indemnifying Party Claim at the Indemnitor's own expense and with counsel selected by the Indemnitor (which counsel shall be reasonably satisfactory to the Indemnitee) by giving to the Indemnitee written notice in which the Indemnitor acknowledges indemnified Person or Party of its responsibility to indemnify the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt of the Third Party Claim Notice. The Indemnitor shall not be entitled election to assume the defense of, and the Indemnitee shall be entitled to have sole control overof such proceeding, the defense or settlement of any Third indemnifying Party Claim will not, as long as it diligently conducts such defense, be liable to the extent that indemnified party under this Section 12.6 for any fees of other counsel or any other expenses with respect to the defense of such claim seeks an orderproceeding, injunction in each case subsequently incurred by the indemnified Person or other equitable relief against the Indemnitee which, if successful, would be reasonably likely to materially interfere Party in connection with the businessdefense of such proceeding, operations, assets, or financial condition other than reasonable costs of investigation. If the Indemnitee. In the event the Indemnitor indemnifying Party assumes the defense of a Third 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; and (ii) the indemnified Person or Party Claim, the Indemnitee will cooperate in good faith with the Indemnitor in such defense and will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying Party of the right to participate in the defense commencement of any Third proceeding and the indemnifying Party Claim assisted by counsel does not, within ten (10) business days after the indemnified Person or Party’s notice is given, give notice to the indemnified Person or Party of its own choosing and at its own expense. Notwithstanding the foregoing, if the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnitor and the Indemnitee or if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and the Indemnitee in good faith determines that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the Indemnitee shall have the right to retain its own counsel at the cost and expense of the Indemnitor. If the Indemnitee does not receive the Assumption Notice within the thirty calendar day period set forth above or if the Indemnitor is not entitled election to assume the defense of the Third Party Claimsuch proceeding, the Indemnitee indemnifying Party will be bound by any determination made in such proceeding or any compromise or settlement effected by the indemnified Person or Party. If any indemnified Person or Party or indemnifying Party disagrees with the manner in which the other is applying this Section 12.6, such party shall be entitled to, upon notice to the other, specifying in reasonable detail the basis for any such disagreement, an expedited resolution of such dispute in accordance with the procedures set forth in Section 15.5 of this Agreement. The indemnifying Party hereby consents to the non-exclusive jurisdiction of any court in which a proceeding is brought against any indemnified Person or Party for purposes of any claim that an indemnified Person or Party may have sole control over under this Agreement with respect to such proceeding or the defense and settlement of the Third Party Claimmatters alleged therein, and agrees that process may be served on the Indemnitor will be liable for all Damages paid or incurred indemnifying Party with respect to such a claim anywhere in connection therewiththe world.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If any Seller Indemnified Person Promptly after receipt by an indemnified party under Section 9.2 or Buyer Indemnified Person entitled to indemnification under this Agreement (an "Indemnitee") receives Section 9.3 of notice of the commencement of any Proceeding by any Person who against it, such indemnified party will, if a claim is not a to be made against an indemnifying party under such Section, give notice to this Agreement or an affiliate the indemnifying party of the commencement of such a party (a "Third Party Claim") against such Indemnitee for which a party is obligated to provide indemnification under this Agreement (an "Indemnitor"), the Indemnitee will give such Indemnitor reasonably prompt written notice thereof (the "Third Party Claim Notice")claim, but the failure to so notify Indemnitor shall the indemnifying party will not relieve Indemnitor the indemnifying party of its indemnity obligations with respect any liability that it may have to such Third Party Claim unless any indemnified party, except to the Indemnitor establishes extent that the indemnifying party demonstrates that the defense of such Third Party Claim action is actually prejudiced by the Indemniteeindemnifying party's failure to give such notice. The Third Party Claim Notice will describe If any Proceeding referred to in Section 9.8(a) is brought against an indemnified party and it gives notice to the Third Party Claim in reasonable detail and will indicate the estimated amount, if reasonably practicable, indemnifying party of the Damages that have been or may be sustained by the Indemnitee. Except as otherwise set forth in this Section 10.5commencement of such Proceeding, the Indemnitor will have indemnifying party will, unless the right claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) 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 (ii) 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 of any Third Party Claim at the Indemnitor's own expense and such Proceeding with counsel selected by the Indemnitor (which counsel shall be reasonably satisfactory to the Indemnitee) by giving indemnified party and, after notice from the indemnifying party to the Indemnitee written notice in which the Indemnitor acknowledges indemnified party of its responsibility to indemnify the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt of the Third Party Claim Notice. The Indemnitor shall not be entitled election to assume the defense of, and the Indemnitee shall be entitled to have sole control overof such Proceeding, the defense or settlement of any Third Party Claim indemnifying party will not, as long as it diligently conducts such defense, be liable to the extent that indemnified party under this Section 9 for any fees of other counsel or any other expenses with respect to the defense of such claim seeks an orderProceeding, injunction or other equitable relief against in each case subsequently incurred by the Indemnitee which, if successful, would be reasonably likely to materially interfere indemnified party in connection with the businessdefense of such Proceeding, operations, assets, or financial condition other than reasonable costs of investigation. If the Indemnitee. In the event the Indemnitor indemnifying party assumes the defense of a Third Party ClaimProceeding, (i) it will be conclusively established for purposes of this Agreement that the Indemnitee will cooperate claims made in good faith with that Proceeding are within the Indemnitor scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the 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 such defense full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the right commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to participate in the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any Third Party Claim assisted determination made in such Proceeding or any compromise or settlement effected by counsel of its own choosing and at its own expensethe indemnified party. Notwithstanding the foregoing, if the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnitor and the Indemnitee or if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and the Indemnitee an indemnified party determines in good faith determines that representation there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of both parties by the same counsel monetary damages for which it would be inappropriate due entitled to actual or potential differing interests between themindemnification under this Agreement, then the Indemnitee shall have indemnified party may, by notice to the indemnifying party, assume the exclusive right to retain defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its own counsel at consent (which may not be unreasonably withheld). The Parties hereby consent to the cost and expense 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 Agreement with respect to such Proceeding or the Indemnitor. If the Indemnitee does not receive the Assumption Notice within the thirty calendar day period set forth above or if the Indemnitor is not entitled to assume the defense of the Third Party Claim, the Indemnitee shall have sole control over the defense and settlement of the Third Party Claimmatters alleged therein, and agree that process may be served on such Persons with respect to such a claim anywhere in the Indemnitor will be liable for all Damages paid or incurred in connection therewithworld.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party under Section 11.2 or 11.3 (aan “Indemnified Party”) If of notice of commencement of any Seller Indemnified Person or Buyer Indemnified Person entitled third-party claim that may give rise to an indemnification obligation under this Agreement Article XI, such Indemnified Party will give notice to each party against whom indemnity may be sought (an "Indemnitee"“Indemnifying Party”) receives notice in writing of the commencement of any Proceeding by any Person who is not a party to this Agreement or an affiliate such claim together with the estimated amount of such a party claim (a "Third Party Claim") against such Indemnitee for which a party is obligated to provide indemnification under this Agreement (an "Indemnitor"if known), and the Indemnitee will give such Indemnitor reasonably prompt written notice thereof (the "Third Indemnifying Party Claim Notice"), but the failure to so notify Indemnitor or Parties shall not relieve Indemnitor of its indemnity obligations with respect to such Third Party Claim unless the Indemnitor establishes that the defense of such Third Party Claim is actually prejudiced by the Indemnitee's failure to give such notice. The Third Party Claim Notice will describe the Third Party Claim in reasonable detail and will indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnitee. Except as otherwise set forth in this Section 10.5, the Indemnitor will have the right to assume the defense (at the Indemnifying Party or Parties’ expense) of any Third such claim through counsel of the Indemnifying Party’s or Parties’ own choosing by so notifying the Indemnified Party Claim at within thirty (30) days of the Indemnitor's own expense and with counsel selected first receipt by any Indemnifying Party of such notice from the Indemnitor (which Indemnified Party; provided, however, that any such counsel shall be reasonably satisfactory to the Indemnitee) by giving Indemnified Party. Failure to give notice of commencement of a claim shall not affect the indemnification obligations hereunder except to the Indemnitee written notice extent of actual and material prejudice. Each Indemnified Party shall have the right to employ separate counsel in which such claim and participate in the Indemnitor acknowledges its responsibility defense thereof, but the fees and expenses of such counsel shall be at the expense of each Indemnified Party unless: (i) the Indemnifying Party has agreed to indemnify pay such expenses; or (ii) the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt of the Third Indemnifying Party Claim Notice. The Indemnitor shall not be entitled has failed promptly to assume the defense of, and the Indemnitee shall be entitled employ counsel reasonably satisfactory to have sole control over, the defense such Indemnified Party; or settlement of any Third Party Claim to the extent that such claim seeks an order, injunction or other equitable relief against the Indemnitee which, if successful, would be reasonably likely to materially interfere with the business, operations, assets, or financial condition of the Indemnitee. In the event the Indemnitor assumes the defense of a Third Party Claim, the Indemnitee will cooperate in good faith with the Indemnitor in such defense and will have the right to participate in the defense of any Third Party Claim assisted by counsel of its own choosing and at its own expense. Notwithstanding the foregoing, if (iii) the named parties to the Third Party Claim any such action, claim or proceeding (including any impleaded parties) include both the Indemnitor any Indemnified Party and the Indemnitee Indemnifying Party or an Affiliate of the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that either (x) there may be one or more legal defenses available to it which are different from or in addition to those available to the Indemnifying Party or such Affiliate or (y) a conflict of interest may exist if the Indemnitor proposes that the same such counsel represent both the Indemnitee represents such Indemnified Party and the Indemnitor and Indemnifying Party or its Affiliate; provided that, if such Indemnified Party notifies the Indemnitee Indemnifying Party in good faith determines writing that representation of both parties by it elects to employ separate counsel in the same counsel would be inappropriate due to actual circumstances described in clause (i), (ii) or potential differing interests between them(iii) above, then the Indemnitee Indemnifying Party shall not have the right to retain its own assume the defense thereof and such counsel shall be at the cost and expense of the Indemnitor. If Indemnifying Party; provided, however, that the Indemnitee does not receive Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the Assumption Notice within the thirty calendar day period set forth above or if the Indemnitor is not entitled to assume the defense same jurisdiction arising out of the Third Party Claimsame general allegations or circumstances, be responsible hereunder for the fees and expenses of more than one such firm of separate counsel (in addition to any local counsel), which counsel shall be designated by such Indemnified Party. Without the consent of the Indemnified Party, the Indemnitee Indemnifying Party or Parties shall have sole control over the defense and settlement of the Third Party Claimnot consent to, and the Indemnitor will Indemnified Party shall not be liable for required to agree to, the entry of any judgment or enter into any settlement unless such judgment or settlement (i) includes as an unconditional term thereof the giving of a release from all Damages paid Liability with respect to such claim by each claimant or incurred in connection therewithplaintiff to each Indemnified Party that is the subject of such third-party claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of an

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If any Seller Indemnified Person Promptly after receipt by an indemnified party under Section 9.2 or Buyer Indemnified Person entitled to indemnification under this Agreement Section 9.3 (an "IndemniteeIndemnified Party") receives of notice of commencement of any third-party claim that may give rise to an indemnification obligation under this Article IX, such Indemnified Party will give notice to each party against whom indemnity may be sought (an "Indemnifying Party") in writing of the commencement of any Proceeding by any Person who is not a party to this Agreement or an affiliate such claim together with the estimated amount of such a party claim (a "Third Party Claim") against such Indemnitee for which a party is obligated to provide indemnification under this Agreement (an "Indemnitor"if known), and the Indemnitee will give such Indemnitor reasonably prompt written notice thereof (the "Third Indemnifying Party Claim Notice"), but the failure to so notify Indemnitor or Parties shall not relieve Indemnitor of its indemnity obligations with respect to such Third Party Claim unless the Indemnitor establishes that the defense of such Third Party Claim is actually prejudiced by the Indemnitee's failure to give such notice. The Third Party Claim Notice will describe the Third Party Claim in reasonable detail and will indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnitee. Except as otherwise set forth in this Section 10.5, the Indemnitor will have the right to assume the defense (at the Indemnifying Party or Parties' expense) of any Third such claim through counsel of the Indemnifying Party's or Parties' own choosing by so notifying the Indemnified Party Claim at within 30 days of the Indemnitor's own expense and with counsel selected first receipt by any Indemnifying Party of such notice from the Indemnitor (which Indemnified Party; provided, however, that any such counsel shall be reasonably satisfactory to the Indemnitee) by giving Indemnified Party. Failure to give notice of commencement of a claim shall not affect the indemnification obligations hereunder except to the Indemnitee written notice extent of actual and material prejudice determined by a final judgment of a court of competent jurisdiction no longer subject to review or appeal. Each Indemnified Party shall have the right to employ separate counsel in which such claim and participate in the Indemnitor acknowledges its responsibility defense thereof, but the fees and expenses of such counsel shall be at the expense of each Indemnified Party unless: (i) the Indemnifying Party has agreed to indemnify pay such expenses; or (ii) the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt of the Third Indemnifying Party Claim Notice. The Indemnitor shall not be entitled has failed promptly to assume the defense of, and the Indemnitee shall be entitled employ counsel reasonably satisfactory to have sole control over, the defense such Indemnified Party; or settlement of any Third Party Claim to the extent that such claim seeks an order, injunction or other equitable relief against the Indemnitee which, if successful, would be reasonably likely to materially interfere with the business, operations, assets, or financial condition of the Indemnitee. In the event the Indemnitor assumes the defense of a Third Party Claim, the Indemnitee will cooperate in good faith with the Indemnitor in such defense and will have the right to participate in the defense of any Third Party Claim assisted by counsel of its own choosing and at its own expense. Notwithstanding the foregoing, if (iii) the named parties to the Third Party Claim any such action, claim or proceeding (including any impleaded parties) include both the Indemnitor any Indemnified Party and the Indemnitee Indemnifying Party or an Affiliate of the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that either (x) there may be one or more legal defenses available to it which are different from or in addition to those available to the Indemnifying Party or such Affiliate or (y) a conflict of interest may exist if the Indemnitor proposes that the same such counsel represent both the Indemnitee represents such Indemnified Party and the Indemnitor and Indemnifying Party or its Affiliate; provided, that, if such Indemnified Party notifies the Indemnitee Indemnifying Party in good faith determines writing that representation of both parties by it elects to employ separate counsel in the same counsel would be inappropriate due to actual circumstances described in clause (i), (ii) or potential differing interests between them(iii) above, then the Indemnitee Indemnifying Party shall not have the right to retain its own assume the defense thereof and such counsel shall be at the cost and expense of the IndemnitorIndemnifying Party; provided, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be responsible hereunder for the fees and expenses of more than one such firm of separate counsel (in addition to any local counsel), which counsel shall be designated by such Indemnified Party. With respect to any Tax Claim that involves any Straddle Period, the Purchaser shall control the conduct of any such Tax Claim, through counsel of the Purchaser's own choosing and the Purchaser shall have all rights to settle, compromise and/or concede such Tax Claim. Without the consent of the Indemnified Party, the Indemnifying Party or Parties shall not consent to, and the Indemnified Party shall not be required to agree to, the entry of any judgment or enter into any settlement unless such judgment or settlement (i) includes as an unconditional term thereof the giving of a release from all Liability with respect to such claim by each claimant or plaintiff to each Indemnified Party that is the subject of such third-party claim, (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of an Indemnified Party and (iii) in the case of any Tax Claim, such judgment or settlement does not and will not, in the reasonable determination of the Purchaser, give rise or result in an increase in any Tax liability of the Purchaser, the Company, or any of their Affiliates. If notice is given to an Indemnifying Party of the Indemnitee commencement of a claim and the Indemnifying Party does not receive not, within 30 days after the Assumption Notice within Indemnified Party's notice is given, give notice to the thirty calendar day period set forth above or if the Indemnitor is not entitled Indemnified Party of its election to assume the defense of the Third Party Claimsuch claim, the Indemnitee shall have sole control over the defense and settlement of the Third Indemnifying Party Claim, and the Indemnitor will be liable for all Damages paid bound by any determination made in such claim or incurred in connection therewithany compromise or settlement effected by the Indemnified Party.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party under Section 7.07(a) or 7.07(b) of notice of commencement of any proceeding against it by a third party (anot a Party or Affiliate of a Party) to this Agreement, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim. The failure to notify the indemnifying party within thirty (30) days of receipt of notice of the third party claim will relieve the indemnifying party of any liability that it may have to any indemnified party with respect to such claim only to the extent indemnifying party is actually prejudiced by the failure to provide such timely notice. If any Seller Indemnified Person or Buyer Indemnified Person such notice is timely given, the indemnifying party will be entitled to indemnification participate in such proceeding and, to the extent that it wishes, may assume the defense of such proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not be liable to the indemnified party under this Article VII for any fees of other counsel or any other expenses with respect to the defense of such proceeding incurred after such notice. If the indemnifying party assumes the defense of the proceeding, (1) it will be conclusively established that for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; and (2) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of legal requirements or any violation of the 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 full by the indemnifying party. If notice is given to an "Indemnitee") receives notice indemnifying party of the commencement of any Proceeding by any Person who proceeding and the indemnifying party does not, within 30 days after the indemnified party's notice is not a given, give notice to the indemnified party to this Agreement or an affiliate of such a party (a "Third Party Claim") against such Indemnitee for which a party is obligated to provide indemnification under this Agreement (an "Indemnitor"), the Indemnitee will give such Indemnitor reasonably prompt written notice thereof (the "Third Party Claim Notice"), but the failure to so notify Indemnitor shall not relieve Indemnitor of its indemnity obligations with respect to such Third Party Claim unless the Indemnitor establishes that the defense of such Third Party Claim is actually prejudiced by the Indemnitee's failure to give such notice. The Third Party Claim Notice will describe the Third Party Claim in reasonable detail and will indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnitee. Except as otherwise set forth in this Section 10.5, the Indemnitor will have the right election to assume the defense of such proceeding, the indemnifying party will be bound by any Third Party Claim at the Indemnitor's own expense and with counsel selected determination made in such proceeding or any compromise or settlement effected by the Indemnitor (which counsel shall be reasonably satisfactory to indemnified party, provided, however, that the Indemnitee) by giving to the Indemnitee written notice in which the Indemnitor acknowledges its responsibility indemnifying party is otherwise obligated to indemnify the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt of the Third Party Claim Notice. The Indemnitor shall not be entitled indemnified party pursuant to assume the defense of, and the Indemnitee shall be entitled to have sole control over, the defense or settlement of any Third Party Claim to the extent that such claim seeks an order, injunction or other equitable relief against the Indemnitee which, if successful, would be reasonably likely to materially interfere with the business, operations, assets, or financial condition of the Indemnitee. In the event the Indemnitor assumes the defense of a Third Party Claim, the Indemnitee will cooperate in good faith with the Indemnitor in such defense and will have the right to participate in the defense of any Third Party Claim assisted by counsel of its own choosing and at its own expense. Notwithstanding the foregoing, if the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnitor and the Indemnitee or if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and the Indemnitee in good faith determines that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the Indemnitee shall have the right to retain its own counsel at the cost and expense of the Indemnitor. If the Indemnitee does not receive the Assumption Notice within the thirty calendar day period set forth above or if the Indemnitor is not entitled to assume the defense of the Third Party Claim, the Indemnitee shall have sole control over the defense and settlement of the Third Party Claim, and the Indemnitor will be liable for all Damages paid or incurred in connection therewiththis Section 7.07.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. If a complaint, claim or legal action is brought or made by a third party (a"THIRD PARTY CLAIM") If against any Seller Indemnified Person or Buyer Indemnified Person entitled to indemnification under this Agreement hereunder (an "Indemnitee") receives notice of the commencement of any Proceeding by any Person who is not a party to this Agreement or an affiliate of such a party (a "Third Party Claim") against such Indemnitee for which a party is obligated to provide indemnification under this Agreement (an "IndemnitorINDEMNIFIED PARTY"), the Indemnitee will Indemnified Party shall give such Indemnitor reasonably prompt written notice thereof (the "Third Party Claim Notice"), but the failure to so notify Indemnitor shall not relieve Indemnitor of its indemnity obligations with respect to such Third Party Claim unless the Indemnitor establishes that the defense of such Third Party Claim is actually prejudiced to the indemnifying party ("INDEMNIFYING PARTY") promptly after the Indemnified Party receives notice of that claim, which notice shall include a copy of any letter, complaint or similar writing received by the Indemnitee's Indemnified Party; provided, however, that any failure to give provide, or delay in providing, such noticenotification shall not constitute a bar or defense to indemnification except to the extent the Indemnifying Party has been prejudiced; and provided further that no notice claiming indemnification may be delivered after the Survival Period. The Third Indemnifying Party Claim Notice will describe the Third Party Claim in reasonable detail and will indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnitee. Except as otherwise set forth in this Section 10.5, the Indemnitor will shall have the right to assume the defense of any such Third Party Claim at with counsel reasonably satisfactory to the IndemnitorIndemnified Party. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party's election to assume defense of the Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in defending such Third Party Claim except provided below. If the Indemnifying Party elects to assume the defense and select counsel, the Indemnified Party may participate in the defense through its own expense separate counsel, but the fees and with expenses of such counsel shall be paid by the Indemnified Party unless (i) otherwise specifically agreed in writing by the Indemnifying Party, or (ii) counsel selected by the Indemnitor Indemnifying Party determines that, because of a conflict of interest between the Indemnifying Party and the Indemnified Party, counsel for the Indemnifying Party cannot adequately represent both parties in defending the action (which counsel shall be reasonably satisfactory to the Indemnitee) by giving to the Indemnitee written notice in which case the Indemnitor acknowledges its responsibility Indemnifying Party shall not have the right to indemnify direct the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt defense of the Third Party Claim Noticeon the Indemnified Party's behalf). The Indemnitor shall not be entitled Indemnifying Party's failure to assume the defense of, and the Indemnitee shall be entitled notify an Indemnified Party of its election to have sole control over, the defense or settlement of any defend such Third Party Claim within twenty-one (21) days after notice of the Third Party Claim was given to the extent that such claim seeks an order, injunction or other equitable relief against Indemnifying Party shall be deemed a waiver by the Indemnitee which, if successful, would be reasonably likely Indemnifying Party of its rights to materially interfere with defend the business, operations, assets, or financial condition of Third Party Claim. If the Indemnitee. In the event the Indemnitor Indemnifying Party assumes the defense of a the Third Party Claim, the Indemnitee will cooperate its obligations shall include taking all steps necessary in good faith with the Indemnitor in such defense and will have the right to participate in the defense of any Third Party Claim assisted by counsel of its own choosing and at its own expense. Notwithstanding the foregoing, if the named parties to defending the Third Party Claim (including and holding the Indemnified Party harmless against any impleaded parties) include both the Indemnitor and the Indemnitee all Damages caused by or if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and the Indemnitee in good faith determines that representation arising out of both parties any settlement approved by the same counsel would be inappropriate due to actual Indemnified Party or potential differing interests between them, then the Indemnitee shall have the right to retain its own counsel at the cost and expense of the Indemnitorany judgment in connection with such claim or litigation. If the Indemnitee Indemnifying Party does not receive the Assumption Notice within the thirty calendar day period set forth above or if the Indemnitor is not entitled to assume the defense of the Third Party Claim, the Indemnitee Indemnified Party may defend against such claim or litigation in such manner as it deems appropriate; provided, however, that the Indemnified Party may not settle such Third Party Claim without the Indemnifying Party's prior written consent. The Indemnifying Party may not withhold such consent unless it has provided security of a type and in an amount reasonably acceptable to the Indemnified Party for the payment of its indemnification obligations for such Third Party Claim. The Indemnifying Party shall have sole control over promptly reimburse the defense and settlement Indemnified Party for the Damages caused by or arising out of such settlement, or for the amount of any judgment rendered on the Third Party Claim, and the Indemnitor will be liable for all Damages paid or costs and expenses the Indemnified Party reasonably incurred in connection therewithdefending the claim. The Indemnifying Party may settle any Third Party Claim, in its sole discretion, without the Indemnified Party's prior written consent, provided that such settlement involves only the payment of cash by the Indemnifying Party to the claimant and does not impose any other obligation on the Indemnifying Party or any liability or obligation on the Indemnified Party.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party under Section 11.1 or 11.2 of notice of commencement of any proceeding against it by a third party (anot a Party or Affiliate of a Party), such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim. The failure to notify the indemnifying party within thirty (30) days of receipt of the third party claim notice will relieve the indemnifying party of any liability that it may have to any indemnified party with respect to such claim only to the extent the indemnifying party is actually prejudiced by the failure to provide such timely notice. If any Seller Indemnified Person or Buyer Indemnified Person such notice is timely given, the indemnifying party will be entitled to indemnification participate in such proceeding and, to the extent that it wishes, may assume the defense of such proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will not be liable to the indemnified party under this Article 11 for any fees of other counsel or any other expenses with respect to the defense of such proceeding incurred after such notice. If the indemnifying party assumes the defense of the proceeding, (1) it will be conclusively established that for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; and (2) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of legal requirements or any violation of the 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 full by the indemnifying party. If notice is given to an "Indemnitee") receives notice indemnifying party of the commencement of any Proceeding by any Person who proceeding and the indemnifying party does not, within 30 days after the indemnified party's notice is not a given, give notice to the indemnified party to this Agreement or an affiliate of such a party (a "Third Party Claim") against such Indemnitee for which a party is obligated to provide indemnification under this Agreement (an "Indemnitor"), the Indemnitee will give such Indemnitor reasonably prompt written notice thereof (the "Third Party Claim Notice"), but the failure to so notify Indemnitor shall not relieve Indemnitor of its indemnity obligations with respect to such Third Party Claim unless the Indemnitor establishes that the defense of such Third Party Claim is actually prejudiced by the Indemnitee's failure to give such notice. The Third Party Claim Notice will describe the Third Party Claim in reasonable detail and will indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnitee. Except as otherwise set forth in this Section 10.5, the Indemnitor will have the right election to assume the defense of such proceeding, the indemnifying party will be bound by any Third Party Claim at the Indemnitor's own expense and with counsel selected determination made in such proceeding or any compromise or settlement effected by the Indemnitor (which counsel shall be reasonably satisfactory to indemnified party, provided, however, that the Indemnitee) by giving to the Indemnitee written notice in which the Indemnitor acknowledges its responsibility indemnifying party is otherwise obligated to indemnify the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt of the Third Party Claim Notice. The Indemnitor shall not be entitled indemnified party pursuant to assume the defense of, and the Indemnitee shall be entitled to have sole control over, the defense or settlement of any Third Party Claim to the extent that such claim seeks an order, injunction or other equitable relief against the Indemnitee which, if successful, would be reasonably likely to materially interfere with the business, operations, assets, or financial condition of the Indemnitee. In the event the Indemnitor assumes the defense of a Third Party Claim, the Indemnitee will cooperate in good faith with the Indemnitor in such defense and will have the right to participate in the defense of any Third Party Claim assisted by counsel of its own choosing and at its own expense. Notwithstanding the foregoing, if the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnitor and the Indemnitee or if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and the Indemnitee in good faith determines that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the Indemnitee shall have the right to retain its own counsel at the cost and expense of the Indemnitor. If the Indemnitee does not receive the Assumption Notice within the thirty calendar day period set forth above or if the Indemnitor is not entitled to assume the defense of the Third Party Claim, the Indemnitee shall have sole control over the defense and settlement of the Third Party Claim, and the Indemnitor will be liable for all Damages paid or incurred in connection therewiththis Article 11.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after -------------------------------------------------- receipt of notice by an Indemnified Party of any claim against it which, if valid, would entitle it to indemnification under Section 11.1, said Party, if it desires such indemnification, shall give prompt notice to the Indemnifying Party of such claim, but the failure to notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party, except to the extent that the defense of such claim is prejudiced by the Indemnified Party's failure to give such prompt notice. Unless the Indemnifying Party (a) is also a party to such claim and the Indemnified Party determines in good faith that joint representation would be inappropriate or (b) fails to provide reasonable assurance to the Indemnified Party of its financial capacity to defend such claim and provide indemnification with respect to such claim, it will be entitled to participate in the defense of such claim and to the extent that it wishes to assume the defense of such claim with counsel reasonably satisfactory to the Indemnified Party and, after notice from the Indemnifying Party to the Indemnified Party, will not, as long as it diligently conducts such defense, be liable to the Indemnified Party under Section 11.1 for any fees of other counsel or any other expenses with respect to the defense of such claim, in each case subsequently incurred by the Indemnified Party in connection with the defense of such claim, other than reasonable costs of investigation. If the Indemnifying Party assumes the defense of a claim, (x) it will be conclusively established for purposes of this Agreement that the claim is within the scope of and subject to indemnification; (y) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified party's consent unless (i) there is no finding or admission of any Seller violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnified Person Party, (ii) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and (iii) the Indemnified Party will have no liability with respect to any compromise or Buyer settlement of such claims effected without its consent. If notice is given to an Indemnifying Party of a claim and the Indemnifying Party does not, within ten (10) days after the Indemnified Person Party's notice is given, give notice to the Indemnified Party of its election to assume the defense of such claim, the Indemnifying Party will be bound by any determination of such claim, or any compromise or settlement effected by the Indemnified Party. Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a reasonable probability that a claim for which it would be entitled to indemnification under this Agreement may adversely affect it or its affiliates other than as a result of monetary damages, the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to defend, compromise, or settle such claim, but the Indemnifying Party will not be bound by any determination of so defended or any compromise or settlement effected without its consent (an "Indemnitee") receives notice of which may not be unreasonably withheld). Each Indemnifying Party hereby consents to the commencement non-exclusive jurisdiction of any Proceeding by any Person who is not a party to this Agreement or an affiliate of such a party (a "Third Party Claim") against such Indemnitee for court in which a party claim is obligated to provide indemnification brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement (an "Indemnitor"), the Indemnitee will give such Indemnitor reasonably prompt written notice thereof (the "Third Party Claim Notice"), but the failure to so notify Indemnitor shall not relieve Indemnitor of its indemnity obligations with respect to such Third Party Claim unless the Indemnitor establishes that the defense of such Third Party Claim is actually prejudiced by the Indemnitee's failure to give such notice. The Third Party Claim Notice will describe the Third Party Claim in reasonable detail and will indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnitee. Except as otherwise set forth in this Section 10.5, the Indemnitor will have the right to assume the defense of any Third Party Claim at the Indemnitor's own expense and with counsel selected by the Indemnitor (which counsel shall be reasonably satisfactory to the Indemnitee) by giving to the Indemnitee written notice in which the Indemnitor acknowledges its responsibility to indemnify the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt of the Third Party Claim Notice. The Indemnitor shall not be entitled to assume the defense of, and the Indemnitee shall be entitled to have sole control over, the defense or settlement of any Third Party Claim to the extent that such claim seeks an order, injunction or other equitable relief against the Indemnitee which, if successful, would be reasonably likely to materially interfere with the business, operations, assets, or financial condition of the Indemnitee. In the event the Indemnitor assumes the defense of a Third Party Claim, the Indemnitee will cooperate in good faith with the Indemnitor in such defense and will have the right to participate in the defense of any Third Party Claim assisted by counsel of its own choosing and at its own expense. Notwithstanding the foregoing, if the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnitor and the Indemnitee or if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and the Indemnitee in good faith determines that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the Indemnitee shall have the right to retain its own counsel at the cost and expense of the Indemnitor. If the Indemnitee does not receive the Assumption Notice within the thirty calendar day period set forth above or if the Indemnitor is not entitled to assume the defense of the Third Party Claim, the Indemnitee shall have sole control over the defense and settlement of the Third Party Claim, and the Indemnitor will be liable for all Damages paid or incurred in connection therewithmatters alleged therein.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If any Seller Promptly after receipt by an Indemnified Person or Buyer Indemnified Person entitled to indemnification under this Agreement (an "Indemnitee") receives Section 9.2 and 9.3, of notice of the commencement of any Proceeding by against it, such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim, failure to notify the indemnifying party will relieve the indemnifying party of any Person who liability that it may have to any indemnified party. If any Proceeding is not brought against an indemnified party and it gives notice to the indemnifying party of the commencement of such Proceeding, the indemnifying party will, unless the claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) the indemnifying party is also a party to this Agreement such Proceeding and the indemnified party determines in good faith that joint representation would be inappropriate, or an affiliate of such a (ii) the indemnifying party (a "Third Party Claim") against such Indemnitee for which a party is obligated fails to provide indemnification under this Agreement (an "Indemnitor"), reasonable assurance to the Indemnitee will give such Indemnitor reasonably prompt written notice thereof (the "Third Party Claim Notice"), but the failure to so notify Indemnitor shall not relieve Indemnitor indemnified party of its indemnity obligations financial capacity to defend such Proceeding and provide indemnification with respect to such Third Party Claim unless the Indemnitor establishes that the defense of such Third Party Claim is actually prejudiced by the Indemnitee's failure to give such notice. The Third Party Claim Notice will describe the Third Party Claim in reasonable detail and will indicate the estimated amountProceeding), if reasonably practicable, of the Damages that have been or may be sustained by the Indemnitee. Except as otherwise set forth in this Section 10.5, the Indemnitor will have the right to assume the defense of any Third Party Claim at the Indemnitor's own expense and such Proceeding with its counsel selected by the Indemnitor (which counsel shall be reasonably satisfactory to the Indemnitee) by giving indemnified party and, after notice from the indemnifying party to the Indemnitee written notice in which the Indemnitor acknowledges indemnified party of its responsibility to indemnify the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt of the Third Party Claim Notice. The Indemnitor shall not be entitled election to assume the defense of, and the Indemnitee shall be entitled to have sole control overof such Proceeding, the defense or settlement of any Third Party Claim indemnifying party will not, as long as it diligently conducts such defense, be liable to the extent that indemnified party for any fees of other counsel or any other expenses with respect to the defense of such claim seeks an orderProceeding, injunction or other equitable relief against in each case subsequently incurred by the Indemnitee which, if successful, would be reasonably likely to materially interfere indemnified party in connection with the business, operations, assets, or financial condition defense of such Proceeding. If the Indemnitee. In the event the Indemnitor indemnifying party assumes the defense of a Third Party ClaimProceeding, (i) it will be conclusively established for purposes of this Agreement that the Indemnitee will cooperate claims made in good faith with that Proceeding are within the Indemnitor scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent (which consent shall not be unreasonably withheld or delayed) unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the 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 such defense full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the right commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to participate in the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any Third Party Claim assisted determination made in such Proceeding or any compromise or settlement effected by counsel of its own choosing and at its own expensethe indemnified party. Notwithstanding the foregoing, if the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnitor and the Indemnitee or if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and the Indemnitee an indemnified party determines in good faith determines that representation there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of both parties by the same counsel monetary damages for which it would be inappropriate due entitled to actual or potential differing interests between themindemnification under this Agreement, then the Indemnitee shall have indemnified party may, by notice to the indemnifying party, assume the exclusive right to retain defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its own counsel at the cost and expense of the Indemnitor. If the Indemnitee does consent (which may not receive the Assumption Notice within the thirty calendar day period set forth above or if the Indemnitor is not entitled to assume the defense of the Third Party Claim, the Indemnitee shall have sole control over the defense and settlement of the Third Party Claim, and the Indemnitor will be liable for all Damages paid or incurred in connection therewithunreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party under Section 7.1(a) or 7.1(b) of notice of a third party claim or commencement of any proceeding against it by a third party (ai.e., not a Party or Affiliate of a Party to this Agreement), such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the third party claim or the commencement of such proceeding. If the indemnified party fails to notify the indemnifying party within thirty (30) days of receipt of notice of the third party claim or the commencement of a third party proceeding, then the indemnity with respect to the subject matter of such claim or proceeding shall continue, but shall be limited to the damages that would have nonetheless resulted absent the indemnified party’s failure to notify the indemnifying party in the time required above after taking into account such actions as could have been taken by the indemnifying party had it received timely notice from the indemnified party. If any Seller Indemnified Person or Buyer Indemnified Person such notice is timely given, the indemnifying party will be entitled to indemnification participate in such proceeding and, to the extent that it wishes, may assume the defense of such proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding with counsel satisfactory to the indemnified party, the indemnifying party will not be liable to the indemnified party under this Article VII for any fees of other counsel or any other expenses with respect to the defense of such proceeding incurred after such notice. If the indemnifying party assumes the defense of the proceeding, (1) it will be conclusively established that for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; and (2) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party’s Consent unless (A) there is no finding or admission of any violation of legal requirements or any violation of the 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 full by the indemnifying party. If notice is given to an "Indemnitee") receives notice indemnifying party of the commencement of any Proceeding by any Person who proceeding and the indemnifying party does not, within thirty (30) days after the indemnified party’s notice is not a given, give notice to the indemnified party to this Agreement or an affiliate of such a party (a "Third Party Claim") against such Indemnitee for which a party is obligated to provide indemnification under this Agreement (an "Indemnitor"), the Indemnitee will give such Indemnitor reasonably prompt written notice thereof (the "Third Party Claim Notice"), but the failure to so notify Indemnitor shall not relieve Indemnitor of its indemnity obligations with respect to such Third Party Claim unless the Indemnitor establishes that the defense of such Third Party Claim is actually prejudiced by the Indemnitee's failure to give such notice. The Third Party Claim Notice will describe the Third Party Claim in reasonable detail and will indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnitee. Except as otherwise set forth in this Section 10.5, the Indemnitor will have the right election to assume the defense of such proceeding, the indemnifying party will be bound by any Third Party Claim at the Indemnitor's own expense and with counsel selected determination made in such proceeding or any compromise or settlement effected by the Indemnitor (which counsel shall be reasonably satisfactory to indemnified party, provided, however, that the Indemnitee) by giving to the Indemnitee written notice in which the Indemnitor acknowledges its responsibility indemnifying party is otherwise obligated to indemnify the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt of the Third Party Claim Noticeindemnified party pursuant to this Section 7.1. The Indemnitor shall not be entitled to assume the defense of, and the Indemnitee shall be entitled to have sole control over, the defense or settlement of any Third Party Claim to the extent that such claim seeks an order, injunction or other equitable relief against the Indemnitee which, if successful, would be reasonably likely to materially interfere with the business, operations, assets, or financial condition of the Indemnitee. In the event the Indemnitor assumes the defense of a Third Party Claim, the Indemnitee will cooperate in good faith with the Indemnitor in such defense and will have the right to participate in the defense of any Third Party Claim assisted by counsel of its own choosing and at its own expense. Notwithstanding the foregoing, if the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnitor and the Indemnitee or if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and the Indemnitee in good faith determines that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the Indemnitee shall have the right to retain its own counsel at the cost and expense of the Indemnitor. If the Indemnitee does not receive the Assumption Notice within the thirty calendar day period set forth above or if the Indemnitor is not entitled to assume the defense of the Third Party Claim, the Indemnitee shall have sole control over the defense and settlement of the Third Party Claim, and the Indemnitor will be liable for all Damages paid or incurred in connection therewith​

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party under Section 10.2, 10.4, or (ato the extent provided in the last sentence of Section 10.3) If any Seller Indemnified Person or Buyer Indemnified Person entitled to indemnification under this Agreement (an "Indemnitee") receives Section 10.3 of notice of the commencement of any Proceeding by any Person who against it, such indemnified party will, if a claim is not a to be made against an indemnifying party under such Section, give notice to this Agreement or an affiliate the indemnifying party of the commencement of such a party (a "Third Party Claim") against such Indemnitee for which a party is obligated to provide indemnification under this Agreement (an "Indemnitor"), the Indemnitee will give such Indemnitor reasonably prompt written notice thereof (the "Third Party Claim Notice")claim, but the failure to so notify Indemnitor shall the indemnifying party will not relieve Indemnitor the indemnifying party of its indemnity obligations with respect any liability that it may have to such Third Party Claim unless any indemnified party, except to the Indemnitor establishes extent that the indemnifying party demonstrates that the defense of such Third Party Claim action is actually prejudiced by the Indemniteeindemnifying party's failure to give such notice. The Third Party Claim Notice will describe If any Proceeding referred to in Section 10.9(a) is brought against an indemnified party and it gives notice to the Third Party Claim in reasonable detail and will indicate the estimated amount, if reasonably practicable, indemnifying party of the Damages that have been or may be sustained by the Indemnitee. Except as otherwise set forth in this Section 10.5commencement of such Proceeding, the Indemnitor will have indemnifying party will, unless the right claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) 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 (ii) 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 of any Third Party Claim at the Indemnitor's own expense and such Proceeding with counsel selected by the Indemnitor (which counsel shall be reasonably satisfactory to the Indemnitee) by giving indemnified party and, after notice from the indemnifying party to the Indemnitee written notice in which the Indemnitor acknowledges indemnified party of its responsibility to indemnify the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt of the Third Party Claim Notice. The Indemnitor shall not be entitled election to assume the defense of, and the Indemnitee shall be entitled to have sole control overof such Proceeding, the defense or settlement of any Third Party Claim indemnifying party will not, as long as it diligently conducts such defense, be liable to the extent that indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such claim seeks an orderProceeding, injunction or other equitable relief against in each case subsequently incurred by the Indemnitee which, if successful, would be reasonably likely to materially interfere indemnified party in connection with the businessdefense of such Proceeding, operations, assets, or financial condition other than reasonable costs of investigation. If the Indemnitee. In the event the Indemnitor indemnifying party assumes the defense of a Third Party ClaimProceeding, (i) it will be conclusively established for purposes of this Agreement that the Indemnitee will cooperate claims made in good faith with that Proceeding are within the Indemnitor scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the 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 such defense full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the right commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to participate in the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any Third Party Claim assisted determination made in such Proceeding or any compromise or settlement effected by counsel of its own choosing and at its own expensethe indemnified party. Notwithstanding the foregoing, if the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnitor and the Indemnitee or if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and the Indemnitee an indemnified party determines in good faith determines that representation there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of both parties by the same counsel monetary damages for which it would be inappropriate due entitled to actual or potential differing interests between themindemnification under this Agreement, then the Indemnitee shall have indemnified party may, by notice to the indemnifying party, assume the exclusive right to retain defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its own counsel at consent (which may not be unreasonably withheld). Sellers hereby consent to the cost and expense non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the Indemnitor. If the Indemnitee does not receive the Assumption Notice within the thirty calendar day period set forth above or if the Indemnitor is not entitled to assume the defense of the Third Party Claim, the Indemnitee shall have sole control over the defense and settlement of the Third Party Claimmatters alleged therein, and agree that process may be served on Sellers with respect to such a claim anywhere in the Indemnitor will be liable for all Damages paid or incurred in connection therewithworld.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party under Section 9.2, 9.3 or 9.4 of written notice of a claim or the commencement of any proceeding against it, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party, except to the extent the indemnifying party demonstrates that the defense of such action is or has been materially prejudiced thereby. In case any such proceeding shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate) to assume the defense thereof with counsel which is reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any fees of such counsel or any other expenses with respect to the defense of such proceeding, in each case, subsequently incurred by such indemnified party in connection with the defense thereof. If an indemnifying party assumes the defense of such proceeding, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's reasonable consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the indemnified party, and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld or delayed). If any Seller Indemnified Person or Buyer Indemnified Person entitled notice is given to indemnification under this Agreement (an "Indemnitee") receives notice indemnifying party of the commencement of any Proceeding by any Person who proceeding and it does not, within fifteen (15) business days after the indemnified party's notice is not a given, give notice to the indemnified party to this Agreement or an affiliate of such a party (a "Third Party Claim") against such Indemnitee for which a party is obligated to provide indemnification under this Agreement (an "Indemnitor"), the Indemnitee will give such Indemnitor reasonably prompt written notice thereof (the "Third Party Claim Notice"), but the failure to so notify Indemnitor shall not relieve Indemnitor of its indemnity obligations with respect to such Third Party Claim unless the Indemnitor establishes that the defense of such Third Party Claim is actually prejudiced by the Indemnitee's failure to give such notice. The Third Party Claim Notice will describe the Third Party Claim in reasonable detail and will indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnitee. Except as otherwise set forth in this Section 10.5, the Indemnitor will have the right election to assume the defense of any Third Party Claim at the Indemnitor's own expense and thereof with counsel selected by the Indemnitor (which counsel shall be reasonably satisfactory to the Indemnitee) by giving to indemnified party, the Indemnitee written notice in which the Indemnitor acknowledges its responsibility to indemnify the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt of the Third Party Claim Notice. The Indemnitor shall not be entitled to assume the defense of, and the Indemnitee indemnifying party shall be entitled to have sole control over, the defense bound by any determination made in such action or any compromise or settlement of any Third Party Claim to thereof effected by the extent that such claim seeks an order, injunction or other equitable relief against the Indemnitee which, if successful, would be reasonably likely to materially interfere with the business, operations, assets, or financial condition of the Indemnitee. In the event the Indemnitor assumes the defense of a Third Party Claim, the Indemnitee will cooperate in good faith with the Indemnitor in such defense and will have the right to participate in the defense of any Third Party Claim assisted by counsel of its own choosing and at its own expenseindemnified party. Notwithstanding the foregoing, if the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnitor and the Indemnitee or if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and the Indemnitee an indemnified party determines in good faith determines that representation there is a reasonable probability that a proceeding may adversely affect it or its affiliates, other than as a result of both parties monetary damages, such indemnified party may, by notice to the same counsel would be inappropriate due to actual or potential differing interests between themindemnifying party, then assume the Indemnitee shall have the exclusive right to retain defend, compromise or settle such proceeding, but the indemnifying party shall not be bound by any determination of a proceeding so defended or any compromise or settlement thereof effected without its own counsel at the cost and expense of the Indemnitor. If the Indemnitee does consent (which shall not receive the Assumption Notice within the thirty calendar day period set forth above be unreasonably withheld or if the Indemnitor is not entitled to assume the defense of the Third Party Claim, the Indemnitee shall have sole control over the defense and settlement of the Third Party Claim, and the Indemnitor will be liable for all Damages paid or incurred in connection therewithdelayed).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If any Seller Indemnified Person a complaint, claim or Buyer Indemnified Person entitled to indemnification under this Agreement (an "Indemnitee") receives notice of the commencement of any Proceeding legal action is brought or made by any Person who is not a party to this Agreement or an affiliate of such a third party (a "“Third Party Claim"”) against such Indemnitee for which a party is obligated to provide indemnification under this Agreement any Purchaser Indemnified Party or Seller Indemnified Party (collectively, an "Indemnitor"“Indemnified Party”), the Indemnitee will Indemnified Party shall give such Indemnitor reasonably prompt written notice thereof (the "Third Party Claim Notice"), but the failure to so notify Indemnitor shall not relieve Indemnitor of its indemnity obligations with respect to such Third Party Claim unless to the Indemnitor establishes indemnifying party (“Indemnifying Party”) promptly after the Indemnified Party receives notice of that claim, which notice shall include a copy of any letter, complaint or similar writing received by the Indemnified Party; provided, however, that any failure to provide, or delay in providing, such notification shall not constitute a bar or defense to indemnification except to the extent such failure has prejudiced the rights or defenses of the Indemnifying Party. If the Indemnifying Party acknowledges in writing to the Indemnified Party that the Indemnifying Party is liable and has indemnity obligations for any Damages resulting from such Third Party Claim, the Indemnifying Party shall have the right, at its sole cost and expense, to assume the defense of such Third Party Claim is actually prejudiced with counsel reasonably satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of the Indemnifying Party’s election to assume defense of the Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnitee's failure to give Indemnified Party in defending such notice. The Third Party Claim Notice will describe except as provided below. If the Third Indemnifying Party Claim elects to assume the defense and select counsel, the Indemnified Party may participate in reasonable detail the defense through its own separate counsel, but the fees and will indicate the estimated amount, if reasonably practicable, expenses of the Damages that have been or may such counsel shall be sustained paid by the Indemnitee. Except as Indemnified Party unless (i) otherwise set forth specifically agreed in this Section 10.5writing by the Indemnifying Party, or (ii) counsel selected by the Indemnitor will Indemnified Party determines that, because of a conflict of interest between the Indemnifying Party and the Indemnified Party, counsel for the Indemnifying Party cannot adequately represent both parties in defending the action (in which case the Indemnifying Party shall not have the right to assume direct the defense of any Third Party Claim at the Indemnitor's own expense and with counsel selected by the Indemnitor (which counsel shall be reasonably satisfactory to the Indemnitee) by giving to the Indemnitee written notice in which the Indemnitor acknowledges its responsibility to indemnify the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt of the Third Party Claim Notice. The Indemnitor shall not be entitled to assume on the defense of, and the Indemnitee shall be entitled to have sole control over, the defense or settlement of any Third Party Claim to the extent that such claim seeks an order, injunction or other equitable relief against the Indemnitee which, if successful, would be reasonably likely to materially interfere with the business, operations, assets, or financial condition of the Indemnitee. In the event the Indemnitor assumes the defense of a Third Party Claim, the Indemnitee will cooperate in good faith with the Indemnitor in such defense and will have the right to participate in the defense of any Third Party Claim assisted by counsel of its own choosing and at its own expenseIndemnified Party’s behalf). Notwithstanding the foregoing, if the named parties resolution of any such Third Party Claim involves or relates to Taxes and could impact the Taxes or Tax position of the Indemnified Party for any Post-Closing Tax Period, the Indemnified Party shall be entitled to control the defense of such Third Party Claim. The Indemnifying Party’s failure to notify an Indemnified Party of its election to defend such Third Party Claim within twenty-one (21) days after notice of the Third Party Claim (including any impleaded parties) include both was given to the Indemnitor and the Indemnitee or if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and the Indemnitee in good faith determines that representation of both parties Indemnifying Party shall be deemed a waiver by the same Indemnifying Party of its rights to defend the Third Party Claim, in which case the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel would be inappropriate due to actual or potential differing interests between them, then employed by the Indemnitee shall have the right to retain its own counsel at the cost and expense of the IndemnitorIndemnified Party. If the Indemnitee Indemnifying Party assumes the defense of the Third Party Claim, its obligations shall include taking all steps necessary in defending the Third Party Claim and holding the Indemnified Party harmless against any and all Damages caused by or arising out of any settlement approved by the Indemnified Party or any judgment in connection with such claim or litigation. If the Indemnifying Party does not receive the Assumption Notice within the thirty calendar day period set forth above or if the Indemnitor is not entitled to assume the defense of the Third Party Claim, the Indemnitee Indemnified Party may defend against such claim or litigation in such manner as it deems appropriate; provided, however, that the Indemnified Party may not settle such Third Party Claim without the Indemnifying Party’s prior written consent. The Indemnifying Party may not withhold such consent unless it has provided security of a type and in an amount reasonably acceptable to the Indemnified Party for the payment of its indemnification obligations for such Third Party Claim. The Indemnifying Party shall have sole control over promptly reimburse the defense and settlement Indemnified Party for the Damages caused by or arising out of such settlement, or for the amount of any judgment rendered on the Third Party Claim, and the Indemnitor will be liable for all Damages paid or costs and expenses the Indemnified Party reasonably incurred in defending the claim. The Indemnifying Party may settle any Third Party Claim, in its sole discretion, without the Indemnified Party’s prior written consent, provided that such settlement (i) involves only the payment of cash by the Indemnifying Party to the claimant, (ii) does not impose any other obligation on the Indemnifying Party or any Liability or obligation on the Indemnified Party, (iii) releases the Indemnified Party completely in connection therewithwith such Third Party Claim, and (iv) includes a full dismissal of the litigation or proceeding against the Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party may not settle any Third Party Claim that involves or relates to Taxes and could impact the Taxes or Tax position of the Indemnified Party for any Post-Closing Tax Period without the prior written consent of the Indemnified Party.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party under Section 8.02 or 8.03 of oral or written notice of a claim or the commencement of any proceeding against it, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is prejudiced thereby. In case any such proceeding shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would be inappropriate) to assume the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case, subsequently incurred by such indemnified party in connection with the defense thereof. If an indemnifying party assumes the defense of such proceeding, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's reasonable consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If any Seller Indemnified Person or Buyer Indemnified Person entitled notice is given to indemnification under this Agreement (an "Indemnitee") receives notice indemnifying party of the commencement of any Proceeding by any Person who proceeding and it does not, within fifteen (15) business days after the indemnified party's notice is not a given, give notice to the indemnified party to this Agreement or an affiliate of such a party (a "Third Party Claim") against such Indemnitee for which a party is obligated to provide indemnification under this Agreement (an "Indemnitor"), the Indemnitee will give such Indemnitor reasonably prompt written notice thereof (the "Third Party Claim Notice"), but the failure to so notify Indemnitor shall not relieve Indemnitor of its indemnity obligations with respect to such Third Party Claim unless the Indemnitor establishes that the defense of such Third Party Claim is actually prejudiced by the Indemnitee's failure to give such notice. The Third Party Claim Notice will describe the Third Party Claim in reasonable detail and will indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnitee. Except as otherwise set forth in this Section 10.5, the Indemnitor will have the right election to assume the defense of thereof, the indemnifying party shall be bound by any Third Party Claim at the Indemnitor's own expense and with counsel selected determination made in such action or any compromise or settlement thereof effected by the Indemnitor (which counsel shall be reasonably satisfactory to the Indemnitee) by giving to the Indemnitee written notice in which the Indemnitor acknowledges its responsibility to indemnify the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt of the Third Party Claim Notice. The Indemnitor shall not be entitled to assume the defense of, and the Indemnitee shall be entitled to have sole control over, the defense or settlement of any Third Party Claim to the extent that such claim seeks an order, injunction or other equitable relief against the Indemnitee which, if successful, would be reasonably likely to materially interfere with the business, operations, assets, or financial condition of the Indemnitee. In the event the Indemnitor assumes the defense of a Third Party Claim, the Indemnitee will cooperate in good faith with the Indemnitor in such defense and will have the right to participate in the defense of any Third Party Claim assisted by counsel of its own choosing and at its own expenseindemnified party. Notwithstanding the foregoing, if the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnitor and the Indemnitee or if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and the Indemnitee an indemnified party determines in good faith determines that representation there is a reasonable probability that a proceeding may adversely affect it or its Affiliates other than as a result of both parties monetary damages, such indemnified party may, by notice to the same counsel would be inappropriate due to actual or potential differing interests between themindemnifying party, then assume the Indemnitee shall have the exclusive right to retain defend, compromise or settle such proceeding, but the indemnifying party shall not be bound by any determination of a proceeding so defended or any compromise or settlement thereof effected without its own counsel at the cost and expense consent (which shall not be unreasonably withheld). All indemnification obligations of the Indemnitor. If the Indemnitee does not receive the Assumption Notice within the thirty calendar day period set forth above or if the Indemnitor is not entitled parties hereto shall survive any termination of this Agreement pursuant to assume the defense of the Third Party Claim, the Indemnitee shall have sole control over the defense and settlement of the Third Party Claim, and the Indemnitor will be liable for all Damages paid or incurred in connection therewithArticle IX hereof.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If Promptly after receipt by any Seller Assignee Indemnified Person or Buyer Assignor Indemnified Person entitled to indemnification under this Agreement (an "Indemnitee") receives of notice of the commencement of any Proceeding demand, claim or proceeding against it by any a third party, if a claim is to be made against Assignor under Section 4.01 or Assignee under Section 4.02, such Assignee Indemnified Person who is not a party to this Agreement or Assignor Indemnified Person (each an affiliate of such a party (a "Third Party ClaimIndemnified Party") against such Indemnitee for which a party is obligated shall give notice to provide indemnification under this Agreement Assignor or Assignee, respectively (an the "IndemnitorIndemnifying Party"), of the Indemnitee will give commencement of such Indemnitor reasonably prompt written claim within 20 days of the notice thereof (the "Third Party Claim Notice")of such demand, claim or proceeding, but the failure to so notify Indemnitor shall the Indemnifying Party will not relieve Indemnitor the Indemnifying Party of its indemnity obligations with respect any liability that is may have to such Third any Indemnified Party, except to the extent that the Indemnifying Party Claim unless the Indemnitor establishes demonstrates that the defense of such Third Party Claim action is actually prejudiced by the IndemniteeIndemnified Party's failure to give such notice. The Third If any proceeding is brought against an Indemnified Party Claim Notice will describe and it gives notice to the Third Indemnifying Party Claim in reasonable detail and will indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnitee. Except as otherwise set forth in this Section 10.5commencement of such proceeding, the Indemnitor Indemnifying Party will have be entitled to participate in such proceeding and, to the right extent that it wishes to assume and control the defense of such proceeding with counsel reasonably acceptable to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of any Third such proceeding, the Indemnifying Party Claim at the Indemnitor's own expense and with counsel selected by the Indemnitor (which counsel shall will not be reasonably satisfactory liable to the Indemnitee) by giving Indemnified Party for any fees of other counsel or any other expenses with respect to the Indemnitee written notice in which the Indemnitor acknowledges its responsibility to indemnify the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt of the Third Party Claim Notice. The Indemnitor shall not be entitled to assume the defense of, and the Indemnitee shall be entitled to have sole control over, the defense or settlement of any Third Party Claim to the extent that such claim seeks an order, injunction or other equitable relief against the Indemnitee which, if successful, would be reasonably likely to materially interfere with the business, operations, assets, or financial condition of the Indemnitee. In the event the Indemnitor assumes the defense of such proceeding subsequently incurred by the Indemnified Party in connection with the defense of such proceeding (unless the Indemnifying Party is also a Third party to such proceeding and outside counsel for the Indemnified Party Claim, the Indemnitee will cooperate reasonably determines in good faith with the Indemnitor in such defense and will have the right to participate in the defense of any Third Party Claim assisted by counsel of its own choosing and at its own expense. Notwithstanding the foregoing, if the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnitor and the Indemnitee or if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and the Indemnitee in good faith determines that joint representation of both parties by the same counsel would be inappropriate due to an actual or potential conflict of interest or differing interests between them, then the Indemnitee shall have the right to retain its own counsel at the cost and expense of the Indemnitordefenses). If the Indemnitee does not receive the Assumption Notice within the thirty calendar day period set forth above No compromise or if the Indemnitor is not entitled to assume the defense of the Third Party Claim, the Indemnitee shall have sole control over the defense and settlement of such claims may be effected by the Third Indemnifying Party Claimwithout the Indemnified Party's consent, and the Indemnitor Indemnifying Party will be liable for all Damages paid have no liability with respect to any compromise or incurred in connection therewithsettlement of such claims effected without its consent.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. ([a) If any Seller Indemnified Person ] Promptly after receipt by an indemnified party under Section 7.2 or Buyer Indemnified Person entitled to indemnification under this Agreement (an "Indemnitee") receives 7.3 of notice of the commencement of any Proceeding by any Person who proceeding against it, such indemnified party will, if a claim is not a to be made against an indemnifying party under such Section, give notice to this Agreement or an affiliate the indemnifying party of the commencement of such a party (a "Third Party Claim") against such Indemnitee for which a party is obligated to provide indemnification under this Agreement (an "Indemnitor"), the Indemnitee will give such Indemnitor reasonably prompt written notice thereof (the "Third Party Claim Notice")claim, but the failure to so notify Indemnitor shall the indemnifying party will not relieve Indemnitor the indemnifying party of its indemnity obligations with respect any liability that it may have to such Third Party Claim unless any indemnified party, except to the Indemnitor establishes extent that the indemnifying party demonstrates that the defense of such Third Party Claim action is actually prejudiced by the Indemniteeindemnifying party's failure to give such notice. The Third Party Claim Notice will describe [b] If any proceeding is brought against an indemnified party and it gives notice to the Third Party Claim in reasonable detail and will indicate the estimated amount, if reasonably practicable, indemnifying party of the Damages that have been or may be sustained by the Indemnitee. Except as otherwise set forth in this Section 10.5commencement of such proceeding, the Indemnitor will have indemnifying party will, unless the right claim involves taxes, be entitled to participate in such proceeding and, to the extent that it wishes (unless (i) 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 (ii) 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 of any Third Party Claim at the Indemnitor's own expense and such proceeding with counsel selected by the Indemnitor (which counsel shall be reasonably satisfactory to the Indemnitee) by giving indemnified party and, after notice from the indemnifying party to the Indemnitee written notice in which the Indemnitor acknowledges indemnified party of its responsibility to indemnify the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt of the Third Party Claim Notice. The Indemnitor shall not be entitled election to assume the defense of, and the Indemnitee shall be entitled to have sole control overof such proceeding, the defense or settlement of any Third Party Claim indemnifying party will not, as long as it diligently conducts such defense, be liable to the extent that indemnified party under this Section 7 for any fees of other counsel or any other expenses with respect to the defense of such claim seeks an orderproceeding, injunction or other equitable relief against in each case subsequently incurred by the Indemnitee which, if successful, would be reasonably likely to materially interfere indemnified party in connection with the businessdefense of such proceeding, operations, assets, or financial condition other than reasonable costs of investigation. If the Indemnitee. In the event the Indemnitor indemnifying party assumes the defense of a Third Party Claimproceeding, (i) it will be conclusively established for purposes of this Agreement that the Indemnitee will cooperate claims made in good faith with that proceeding are within the Indemnitor in scope of and subject to indemnification; and (ii) no compromise or settlement of such defense claims may be effected by the indemnifying party without the indemnified party's consent; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the right commencement of any proceeding and the indemnifying party does not, within ten (10) days after the indemnified party's notice is given, give notice to participate in the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any Third Party Claim assisted determination made in such proceeding or any compromise or settlement effected by counsel of its own choosing and at its own expensethe indemnified party. [c] Notwithstanding the foregoing, if the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnitor and the Indemnitee or if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and the Indemnitee an indemnified party determines in good faith determines that representation there is a reasonable probability that a proceeding may adversely affect it or its affiliates other than as a result of both parties by the same counsel monetary damages for which it would be inappropriate due entitled to actual or potential differing interests between themindemnification under this Agreement, then the Indemnitee shall have indemnified party may, by notice to the indemnifying party, assume the exclusive right to retain defend, compromise, or settle such proceeding, but the indemnifying party will not be bound by any determination of a proceeding so defended or any compromise or settlement effected without its own counsel at the cost and expense of the Indemnitor. If the Indemnitee does consent (which may not receive the Assumption Notice within the thirty calendar day period set forth above or if the Indemnitor is not entitled to assume the defense of the Third Party Claim, the Indemnitee shall have sole control over the defense and settlement of the Third Party Claim, and the Indemnitor will be liable for all Damages paid or incurred in connection therewithunreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. 2.1 (a) If Promptly after receipt by an indemnified party under Section 1 of this Indemnification Agreement of notice of any Seller Indemnified Person claim or Buyer Indemnified Person entitled the commencement of any proceeding against such indemnified party (in either case a "Proceeding"), such indemnified party will, if a claim is to indemnification be made against an indemnifying party under this Agreement (an "Indemnitee") receives such Section, give notice to the indemnifying party of the commencement of any Proceeding by any Person who is not a party to this Agreement or an affiliate of such a party (a "Third Party Claim") against such Indemnitee for which a party is obligated to provide indemnification under this Agreement (an "Indemnitor"), the Indemnitee will give such Indemnitor reasonably prompt written notice thereof (the "Third Party Claim Notice")claim, but the failure to so promptly notify Indemnitor shall the indemnifying party will not relieve Indemnitor the indemnifying party of its indemnity obligations with respect any liability that it may have to such Third Party Claim unless any indemnified party, except and solely to the Indemnitor establishes extent that the indemnifying party demonstrates that the defense of such Third Party Claim action is actually prejudiced by the Indemniteeindemnified party's failure to give such prompt notice. The Third Party Claim Notice indemnified party will describe cooperate with the Third Party Claim in reasonable detail indemnifying party (and will indicate the estimated amountits counsel and other agents and representatives), if reasonably practicableupon request and, of the Damages that have been or may be sustained by the Indemnitee. Except as otherwise set forth in this Section 10.5, the Indemnitor will have the right to assume the defense of any Third Party Claim at the Indemnitor's own expense and with counsel selected by the Indemnitor (which counsel shall be reasonably satisfactory to the Indemnitee) by giving to the Indemnitee written notice in which the Indemnitor acknowledges its responsibility to indemnify the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt of the Third Party Claim Notice. The Indemnitor shall not be entitled to assume the defense of, and the Indemnitee shall be entitled to have sole control over, the defense or settlement of any Third Party Claim to the extent that such claim seeks reasonable, on an order, injunction ongoing basis beginning from the date the indemnified party first receives notice (whether formal or other equitable relief against the Indemnitee which, if successful, would be reasonably likely to materially interfere with the business, operations, assets, or financial condition otherwise) of the Indemnitee. In the event the Indemnitor assumes the defense of a Third Party Claim, the Indemnitee will cooperate in good faith with the Indemnitor in such defense and will have the right to participate in the defense of any Third Party Claim assisted by counsel of its own choosing and at its own expense. Notwithstanding the foregoing, if the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnitor and the Indemnitee or if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and the Indemnitee in good faith determines that representation of both parties by the same counsel would be inappropriate due to an actual or potential differing interests between them, then the Indemnitee shall have the right to retain third party claim. The indemnified party's duty of reasonable cooperation includes assisting in its own counsel at the cost and expense of the Indemnitor. If the Indemnitee does not receive the Assumption Notice within the thirty calendar day period set forth above or if the Indemnitor is not entitled to assume the defense of the Third Party Claim, the Indemnitee shall have sole control over the defense and settlement of the Third Party Claimindemnifying party's defense (if applicable); providing pertinent information to the indemnifying party as reasonably requested; and providing the indemnifying party with access, upon reasonable request, to pertinent witnesses, documents, real property, tangible things, and evidence; provided that such access is used in a way to minimize disruption to the Indemnitor will be liable for all Damages paid or incurred in connection therewithindemnified party and its business.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If any Seller Indemnified Person The indemnified party under Sections 9.2 or Buyer Indemnified Person entitled to indemnification under this Agreement 9.3 (an "IndemniteeIndemnified Party") receives notice of shall give the commencement of any Proceeding by any Person who is not a indemnifying party to this Agreement or an affiliate of under such a party (a "Third Party Claim") against such Indemnitee for which a party is obligated to provide indemnification under this Agreement Section (an "IndemnitorIndemnifying Party"), ) prompt notice of any third-party claim that may give rise to any indemnification obligation under this Article IX. Such notice shall describe with reasonable specificity the Indemnitee will give such Indemnitor reasonably prompt written notice thereof (the "Third Party Claim Notice"), but the failure to so notify Indemnitor shall not relieve Indemnitor of its indemnity obligations with respect to such Third Party Claim unless the Indemnitor establishes that the defense nature of such Third Party Claim is actually prejudiced by the Indemnitee's failure claim. Failure to give such noticenotice shall not affect the Indemnifying Party's obligations hereunder in the absence of actual and 84 <PAGE> material prejudice. The Third Party Claim Notice will describe the Third Party Claim in reasonable detail and will indicate the estimated amount, if reasonably practicable, of the Damages that have been or A claim for indemnification for any matter not involving a third-party claim may be sustained asserted by notice to the Indemniteeparty from whom indemnification is sought. Except as otherwise set forth in (b) The Indemnified Party shall give each Indemnifying Party prompt notice of any third-party claim that may give rise to any indemnification obligation under this Section 10.5, Article IX and the Indemnitor will Indemnifying Party shall have the right to participate in or assume the defense (at the Indemnifying Party's expense) of any Third Party Claim at such claim through counsel of the IndemnitorIndemnifying Party's own expense and with counsel selected choosing by so notifying the Indemnitor (which Indemnified Party within 30 days of the first receipt by any Indemnifying Party of such notice from the Indemnified Party, provided however that any such counsel shall be reasonably satisfactory to the Indemnitee) by giving to Indemnified Party. If the Indemnitee written notice Indemnifying Party participates in which the Indemnitor acknowledges its responsibility to indemnify the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt of the Third Party Claim Notice. The Indemnitor shall not be entitled to assume the defense of, and the Indemnitee shall be entitled to have sole control over, the defense or settlement of any Third Party Claim to the extent that such claim seeks an order, injunction or other equitable relief against the Indemnitee which, if successful, would be reasonably likely to materially interfere with the business, operations, assets, or financial condition of the Indemnitee. In the event the Indemnitor assumes the defense of a Third third-party claim, (i) it will be conclusively established for the purposes of this Agreement and the other Transaction Documents that all of the claims and issues presented in such third-party claim are within the scope of and subject to indemnification by the Indemnifying Party, (ii) the Indemnifying Party Claimwill be bound by any final determination made in such Proceeding or any compromise or settlement effected by the Indemnifying Party of such third-party claim, and (iii) no compromise or settlement of any such claim may be effected by the Indemnifying Party without the Indemnified Party's prior written consent unless (A) there is no finding or admission of any violation of law or regulation or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Party, the Indemnitee will Company or any of its Subsidiaries and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. If notice of a third-party claim is given to an Indemnifying Party and the Indemnifying Party does not, within 30 days after the Indemnified Party's written notice is given, give notice to the Indemnified Party of its election to assume the defense of such claim, the Indemnifying Party shall (i) reasonably cooperate in good faith with the Indemnitor Indemnified Party's preparation and actual defense of such claim, including by providing information, cooperating in 85 <PAGE> preparation of pleadings and other submissions and procuring the appearance of witnesses (to the extent within its reasonable control), all as reasonably requested by Indemnified Party, and (ii) be bound by any final determination made in such Proceeding or any compromise or settlement effected by the Indemnified Party. The Indemnifying Party shall (severally and not jointly if the Selling Shareholders are the Indemnifying Parties) be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense of any such third-party claim (other than during any period in which the Indemnified Party will have failed to give notice of the third-party claim as provided above). If the Indemnifying Party participates in or assumes such defense, the Indemnified Party shall (severally and will not jointly if the Selling Shareholders are the Indemnifying Parties) reasonably cooperate at the Indemnifying Party's sole cost with the Indemnifying Party's preparation and actual defense of such claim, including by providing information, cooperating in preparation of pleadings and other submissions and procuring the appearance of witnesses (to the extent within its reasonable control), all as reasonably requested by Indemnifying Party and have the right to participate in the defense of any Third Party Claim assisted by counsel of its own choosing thereof and to employ counsel, at its own expense. Notwithstanding , separate from the foregoingcounsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense, provided however that if the named parties to the Third Indemnified Party Claim (including any impleaded parties) include both the Indemnitor and the Indemnitee or if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and the Indemnitee determines in good faith determines that representation a conflict exists between it and the Indemnifying Party with respect to any significant issue in respect of both parties such third-party claim, the Indemnifying Party shall pay the reasonable fees and expenses of such additional counsel as may be required to be retained by the same counsel would be inappropriate due Indemnified Party in order to actual avoid or potential differing interests between them, then the Indemnitee shall have the right to retain its own counsel at the cost and expense of the Indemnitorprevent such conflict. If the Indemnitee does not receive the Assumption Notice within the thirty calendar day period set forth above or if the Indemnitor is not entitled to assume the defense of the Third Party Claim, the Indemnitee shall have sole control over the defense and settlement of the Third Party Claim, and the Indemnitor will be liable for all Damages paid or incurred in connection therewith86 <PAGE> Section 9.5

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If any Seller Indemnified Person Promptly after receipt by an indemnified party under Section 11.3 or Buyer Indemnified Person entitled to indemnification under this Agreement (an "Indemnitee") receives 11.4 of notice of the commencement of any Proceeding by any Person who against it, such indemnified party shall, if a claim in respect thereof is not a to be made against an indemnifying party under such Section, give notice to this Agreement or an affiliate the indemnifying party of such a party (a "Third Party Claim") against such Indemnitee for which a party is obligated to provide indemnification under this Agreement (an "Indemnitor"), the Indemnitee will give such Indemnitor reasonably prompt written notice thereof (the "Third Party Claim Notice")commencement thereof, but the failure so to so notify Indemnitor the indemnifying party shall not relieve Indemnitor it of its indemnity obligations with respect any liability that it may have to such Third Party Claim unless any indemnified party except to the Indemnitor establishes extent the indemnifying party demonstrates that the defense of such Third Party Claim action is actually prejudiced by thereby. In case any such Proceeding shall be brought against an indemnified party and it shall give notice to the Indemnitee's failure to give such notice. The Third Party Claim Notice will describe the Third Party Claim in reasonable detail and will indicate the estimated amount, if reasonably practicable, indemnifying party of the Damages that have been or may be sustained by the Indemnitee. Except as otherwise set forth in this Section 10.5commencement thereof, the Indemnitor will have indemnifying party shall, unless the right claim involves Taxes, be entitled to participate therein and, to the extent that it shall wish (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representations would be inappropriate or (ii) 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 thereto), to assume the defense of any Third Party Claim at the Indemnitor's own expense and thereof with counsel selected by the Indemnitor (which counsel shall be reasonably satisfactory to such indemnified party and, after notice from the Indemnitee) by giving indemnifying party to the Indemnitee written notice in which the Indemnitor acknowledges such indemnified party of its responsibility to indemnify the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt of the Third Party Claim Notice. The Indemnitor shall not be entitled election so to assume the defense of, and the Indemnitee shall be entitled to have sole control overthereof, the defense indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or settlement of any Third Party Claim other expenses with respect to the extent that defense of such claim seeks an orderProceeding, injunction or other equitable relief against the Indemnitee which, if successful, would be reasonably likely to materially interfere in each case subsequently incurred by such indemnified party in connection with the businessdefense thereof, operations, assets, or financial condition other than reasonable costs of the Indemniteeinvestigation. In the event the Indemnitor If an indemnifying party assumes the defense of such a Third Party ClaimProceeding, (a) no compromise or settlement thereof may be effected by the indemnified party without the indemnified party’s consent unless (i) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and it does not, within fifteen (15) days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the Indemnitee will cooperate in good faith with the Indemnitor indemnifying party shall be bound by any determination made in such defense and will have action or any compromise or settlement thereof effected by the right to participate in the defense of any Third Party Claim assisted by counsel of its own choosing and at its own expenseindemnified party. Notwithstanding the foregoing, if the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnitor and the Indemnitee or if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and the Indemnitee an indemnified party determines in good faith determines that representation there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of both parties monetary damages, such indemnified party may, by notice to the same counsel would be inappropriate due to actual or potential differing interests between themindemnifying party, then assume the Indemnitee shall have the exclusive right to retain defend, compromise or settle such Proceeding, but the indemnifying party shall not be bound by any determination of a Proceeding so defended or any compromise or settlement thereof effected without its own counsel at the cost and expense of the Indemnitor. If the Indemnitee does consent (which shall not receive the Assumption Notice within the thirty calendar day period set forth above or if the Indemnitor is not entitled to assume the defense of the Third Party Claim, the Indemnitee shall have sole control over the defense and settlement of the Third Party Claim, and the Indemnitor will be liable for all Damages paid or incurred in connection therewithunreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If any Seller Indemnified Person or Buyer Indemnified Person entitled to indemnification under this Agreement (Promptly after receipt by an "Indemnitee") receives indemnified party of notice of the commencement of any Proceeding by any Person who against it, such indemnified party will, if a claim is not a to be made against an indemnifying party, give notice to the indemnifying party to this Agreement or an affiliate of the commencement of such a party (a "Third Party Claim") against such Indemnitee for which a party is obligated to provide indemnification under this Agreement (an "Indemnitor"), the Indemnitee will give such Indemnitor reasonably prompt written notice thereof (the "Third Party Claim Notice")claim, but the failure to so notify Indemnitor shall the indemnifying party will not relieve Indemnitor the indemnifying party of its indemnity obligations with respect any liability that it may have to such Third Party Claim unless any indemnified party, except to the Indemnitor establishes extent that the indemnifying party demonstrates that the defense of such Third Party Claim action is actually materially prejudiced by the Indemnitee's indemnified party’s failure to give such notice. The Third Party Claim Notice will describe If any Proceeding is brought against an indemnified party and it gives notice to the Third Party Claim in reasonable detail and will indicate the estimated amount, if reasonably practicable, indemnifying party of the Damages that have been or may be sustained by the Indemnitee. Except as otherwise set forth in this Section 10.5commencement of such Proceeding, the Indemnitor will have indemnifying party will, unless the right claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) 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 (ii) 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 of any Third Party Claim at the Indemnitor's own expense and such Proceeding with counsel selected by the Indemnitor (which counsel shall be reasonably satisfactory to the Indemnitee) by giving indemnified party and, after notice from the indemnifying party to the Indemnitee written notice in which the Indemnitor acknowledges indemnified party of its responsibility to indemnify the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt of the Third Party Claim Notice. The Indemnitor shall not be entitled election to assume the defense of, and the Indemnitee shall be entitled to have sole control overof such Proceeding, the defense or settlement of any Third Party Claim indemnifying party will not, as long as it diligently conducts such defense, be liable to the extent that indemnified party under this Section 11 for any fees of other counsel or any other expenses with respect to the defense of such claim seeks an orderProceeding, injunction or other equitable relief against in each case subsequently incurred by the Indemnitee which, if successful, would be reasonably likely to materially interfere indemnified party in connection with the businessdefense of such Proceeding, operations, assets, or financial condition other than reasonable costs of investigation. If the Indemnitee. In the event the Indemnitor indemnifying party assumes the defense of a Third Party ClaimProceeding, (i) it will be conclusively established for purposes of this Agreement that the Indemnitee will cooperate claims made in good faith with that Proceeding are within the Indemnitor scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party’s consent unless (A) there is no finding or admission of any violation of Law or any violation of the 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 such defense full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its prior written consent. If notice is given to an indemnifying party of the right commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party’s notice is given, give notice to participate in the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any Third Party Claim assisted determination made in such Proceeding or any compromise or settlement effected by counsel of its own choosing and at its own expensethe indemnified party. Notwithstanding the foregoing, if the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnitor and the Indemnitee or if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and the Indemnitee an indemnified party determines in good faith determines that representation there is a reasonable probability that a Proceeding may adversely affect it or its Affiliates other than as a result of both parties by the same counsel monetary damages for which it would be inappropriate due entitled to actual or potential differing interests between themindemnification under this Agreement, then the Indemnitee shall have indemnified party may, by notice to the indemnifying party, assume the exclusive right to retain defend, compromise or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its own counsel at prior written consent (which may not be unreasonably withheld). Each party hereby consents to the cost and expense 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 Agreement with respect to such Proceeding or the Indemnitor. If the Indemnitee does not receive the Assumption Notice within the thirty calendar day period set forth above or if the Indemnitor is not entitled to assume the defense of the Third Party Claim, the Indemnitee shall have sole control over the defense and settlement of the Third Party Claimmatters alleged therein, and agrees that process may be served on such party with respect to such a claim anywhere in the Indemnitor world. Remedies Not Exclusive. The remedies provided in this Article 11 will not be liable for all Damages paid exclusive of, or incurred in connection therewithlimit, any other remedies that may be available to the Purchaser or CTDC or the other indemnified party.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party under Section 8.02 or 8.03 of oral or written notice of a claim or the commencement of any proceeding against it, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under such Section, give written notice to the indemnifying party of the commencement thereof, but the failure so to notify the indemnifying party shall not relieve it of any liability that it may have to any indemnified party except to the extent the indemnifying party demonstrates that the defense of such action is prejudiced thereby. In case any such proceeding shall be brought against an indemnified party and it shall give notice to the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish (unless the indemnifying party is also a party to such proceeding and the indemnified party determines in good faith that joint representation would create a conflict of interest) to assume the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or any other expenses with respect to the defense of such proceeding, in each case, subsequently incurred by such indemnified party in connection with the defense thereof. If an indemnifying party assumes the defense of such proceeding, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party's reasonable consent unless (i) there is no finding or admission of any violation of law or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnifying party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If any Seller Indemnified Person or Buyer Indemnified Person entitled notice is given to indemnification under this Agreement (an "Indemnitee") receives notice indemnifying party of the commencement of any Proceeding by any Person who proceeding and it does not, within fifteen (15) business days after the indemnified party's notice is not a given, give notice to the indemnified party to this Agreement or an affiliate of such a party (a "Third Party Claim") against such Indemnitee for which a party is obligated to provide indemnification under this Agreement (an "Indemnitor"), the Indemnitee will give such Indemnitor reasonably prompt written notice thereof (the "Third Party Claim Notice"), but the failure to so notify Indemnitor shall not relieve Indemnitor of its indemnity obligations with respect to such Third Party Claim unless the Indemnitor establishes that the defense of such Third Party Claim is actually prejudiced by the Indemnitee's failure to give such notice. The Third Party Claim Notice will describe the Third Party Claim in reasonable detail and will indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnitee. Except as otherwise set forth in this Section 10.5, the Indemnitor will have the right election to assume the defense of thereof, the indemnifying party shall be bound by any Third Party Claim at the Indemnitor's own expense and with counsel selected determination made in such action or any compromise or settlement thereof effected by the Indemnitor (which counsel indemnified party. All indemnification obligations of the parties hereto shall survive any termination of this Agreement pursuant to Article IX hereof; PROVIDED that any amounts payable by the indemnifying party shall be reasonably satisfactory payable solely from the Veeco Shares held pursuant to the Indemnitee) by giving to the Indemnitee written notice in which the Indemnitor acknowledges its responsibility to indemnify the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt of the Third Party Claim Notice. The Indemnitor shall not be entitled to assume the defense of, and the Indemnitee shall be entitled to have sole control over, the defense or settlement of any Third Party Claim to the extent that such claim seeks an order, injunction or other equitable relief against the Indemnitee which, if successful, would be reasonably likely to materially interfere with the business, operations, assets, or financial condition of the Indemnitee. In the event the Indemnitor assumes the defense of a Third Party Claim, the Indemnitee will cooperate in good faith with the Indemnitor in such defense and will have the right to participate in the defense of any Third Party Claim assisted by counsel of its own choosing and at its own expense. Notwithstanding the foregoing, if the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnitor and the Indemnitee or if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and the Indemnitee in good faith determines that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the Indemnitee shall have the right to retain its own counsel at the cost and expense of the Indemnitor. If the Indemnitee does not receive the Assumption Notice within the thirty calendar day period set forth above or if the Indemnitor is not entitled to assume the defense of the Third Party Claim, the Indemnitee shall have sole control over the defense and settlement of the Third Party Claim, and the Indemnitor will be liable for all Damages paid or incurred in connection therewithEscrow Agreement.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. Promptly after receipt by an indemnified party under Section 6.9(a) or 6.9(b) of notice of commencement of any proceeding against it by a third party (a) not a Party or Affiliate of a Party to this Agreement), such indemnified party will, if a claim is to be made against an indemnifying party under such Section, give notice to the indemnifying party of the commencement of such claim. If any Seller Indemnified Person or Buyer Indemnified Person the indemnified party fails to notify the indemnifying party within 30 days of receipt of notice of the third party claim, then the indemnity with respect to the subject matter of such claim shall continue, but shall be limited to the damages that would have nonetheless resulted absent the indemnified party’s failure to notify the indemnifying party in the time required above after taking into account such actions as could have been taken by the indemnifying party had it received timely notice from the indemnified party. If such notice is timely given, the indemnifying party will be entitled to indemnification participate in such proceeding and, to the extent that it wishes, may assume the defense of such proceeding with counsel satisfactory to the indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the defense of such proceeding with counsel satisfactory to the indemnified party, the indemnifying party will not be liable to the indemnified party under this Section 6.9 for any fees of other counsel or any other expenses with respect to the defense of such proceeding incurred after such notice. If the indemnifying party assumes the defense of the proceeding, (1) it will be conclusively established that for purposes of this Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; and (2) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party’s Consent unless (A) there is no finding or admission of any violation of legal requirements or any violation of the 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 full by the indemnifying party. If notice is given to an "Indemnitee") receives notice indemnifying party of the commencement of any Proceeding by any Person who proceeding and the indemnifying party does not, within 30 days after the indemnified party’s notice is not a given, give notice to the indemnified party to this Agreement or an affiliate of such a party (a "Third Party Claim") against such Indemnitee for which a party is obligated to provide indemnification under this Agreement (an "Indemnitor"), the Indemnitee will give such Indemnitor reasonably prompt written notice thereof (the "Third Party Claim Notice"), but the failure to so notify Indemnitor shall not relieve Indemnitor of its indemnity obligations with respect to such Third Party Claim unless the Indemnitor establishes that the defense of such Third Party Claim is actually prejudiced by the Indemnitee's failure to give such notice. The Third Party Claim Notice will describe the Third Party Claim in reasonable detail and will indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnitee. Except as otherwise set forth in this Section 10.5, the Indemnitor will have the right election to assume the defense of such proceeding, the indemnifying party will be bound by any Third Party Claim at the Indemnitor's own expense and with counsel selected determination made in such proceeding or any compromise or settlement effected by the Indemnitor (which counsel shall be reasonably satisfactory to indemnified party, provided, however, that the Indemnitee) by giving to the Indemnitee written notice in which the Indemnitor acknowledges its responsibility indemnifying party is otherwise obligated to indemnify the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt of the Third Party Claim Notice. The Indemnitor shall not be entitled indemnified party pursuant to assume the defense of, and the Indemnitee shall be entitled to have sole control over, the defense or settlement of any Third Party Claim to the extent that such claim seeks an order, injunction or other equitable relief against the Indemnitee which, if successful, would be reasonably likely to materially interfere with the business, operations, assets, or financial condition of the Indemnitee. In the event the Indemnitor assumes the defense of a Third Party Claim, the Indemnitee will cooperate in good faith with the Indemnitor in such defense and will have the right to participate in the defense of any Third Party Claim assisted by counsel of its own choosing and at its own expense. Notwithstanding the foregoing, if the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnitor and the Indemnitee or if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and the Indemnitee in good faith determines that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the Indemnitee shall have the right to retain its own counsel at the cost and expense of the Indemnitor. If the Indemnitee does not receive the Assumption Notice within the thirty calendar day period set forth above or if the Indemnitor is not entitled to assume the defense of the Third Party Claim, the Indemnitee shall have sole control over the defense and settlement of the Third Party Claim, and the Indemnitor will be liable for all Damages paid or incurred in connection therewiththis Section 6.9.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If any Seller Indemnified Person claim or Buyer Indemnified Person entitled demand for which an indemnifying party under Article 10 would be liable for Damages to indemnification under an indemnified party hereunder is overtly asserted against or sought to be collected from such indemnified party by a third party (a “Third Party Claim”), such indemnified party shall with reasonable promptness (but in no event later than thirty (30) days after the Third Party Claim is so asserted or sought against the indemnified party) notify in writing the indemnifying party of such Third Party Claim enclosing a copy of all papers served, if any, and specifying the nature of and specific basis for such Third Party Claim and the amount or the estimated amount thereof to the extent then feasible, which estimate shall not be conclusive of the final amount of such Third Party Claim (the “Claim Notice”). For this Agreement (an "Indemnitee") receives notice of purpose the commencement of any Proceeding by any Person who is not audit or other investigation respecting Taxes shall constitute a party to this Agreement or an affiliate of such a party (a "Third Party Claim") against . Notwithstanding the foregoing, failure to so provide a Claim Notice as provided above shall not relieve the indemnifying party from its obligation to indemnify the indemnified party with respect to any such Indemnitee for which a party is obligated to provide indemnification under this Agreement (an "Indemnitor"), the Indemnitee will give such Indemnitor reasonably prompt written notice thereof (the "Third Party Claim Notice"), but except to the extent that a failure to so notify Indemnitor the indemnifying party in reasonably sufficient time prejudices the indemnifying party’s ability to defend against the Third Party Claim. The indemnifying party shall have thirty (30) days from delivery of the Claim Notice (the “Notice Period”) to notify the indemnified party (i) whether or not relieve Indemnitor the indemnifying party disputes the liability of its indemnity obligations the indemnifying party to the indemnified party hereunder with respect to such Third Party Claim unless and (ii) whether or not the Indemnitor establishes that the defense of such Third Party Claim is actually prejudiced by the Indemnitee's failure to give such notice. The Third Party Claim Notice will describe the Third Party Claim in reasonable detail and will indicate the estimated amountindemnifying party desires, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnitee. Except as otherwise set forth in this Section 10.5, the Indemnitor will have the right to assume the defense of any Third Party Claim at the Indemnitor's own expense and with counsel selected by the Indemnitor (which counsel shall be reasonably satisfactory to the Indemnitee) by giving to the Indemnitee written notice in which the Indemnitor acknowledges its responsibility to indemnify the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt of the Third Party Claim Notice. The Indemnitor shall not be entitled to assume the defense of, and the Indemnitee shall be entitled to have sole control over, the defense or settlement of any Third Party Claim to the extent that such claim seeks an order, injunction or other equitable relief against the Indemnitee which, if successful, would be reasonably likely to materially interfere with the business, operations, assets, or financial condition of the Indemnitee. In the event the Indemnitor assumes the defense of a Third Party Claim, the Indemnitee will cooperate in good faith with the Indemnitor in such defense and will have the right to participate in the defense of any Third Party Claim assisted by counsel of its own choosing and at its own expense. Notwithstanding the foregoing, if the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnitor and the Indemnitee or if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and the Indemnitee in good faith determines that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the Indemnitee shall have the right to retain its own counsel at the cost and expense of the Indemnitor. If indemnifying party, to defend the Indemnitee does not receive the Assumption Notice within the thirty calendar day period set forth above or if the Indemnitor is not entitled to assume the defense of the indemnified party against such Third Party Claim, the Indemnitee shall have sole control over the defense and settlement of the Third Party Claim, and the Indemnitor will be liable for all Damages paid or incurred in connection therewith.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If any Seller Indemnified Person Promptly after receipt by an indemnified party under either Section 7.1, or Buyer Indemnified Person entitled to indemnification under this Agreement (an "Indemnitee") receives 7.2 of notice of the commencement of any Proceeding proceeding against it by any Person who a third party, such indemnified party will, if a claim is not a to be made against an indemnifying party under either such Section, give notice to this Agreement or an affiliate the indemnifying party of the commencement of such a party (a "Third Party Claim") against such Indemnitee for which a party is obligated to provide indemnification under this Agreement (an "Indemnitor"), the Indemnitee will give such Indemnitor reasonably prompt written notice thereof (the "Third Party Claim Notice")claim, but the failure to so notify Indemnitor shall the indemnifying party will not relieve Indemnitor the indemnifying party of its indemnity obligations with respect any liability that it may have to such Third Party Claim unless any indemnified party, except to the Indemnitor establishes extent that the indemnifying party demonstrates that the defense of such Third Party Claim action is actually prejudiced by the Indemnitee's indemnified party’s failure to give such notice. The Third Party Claim Notice will describe b. If any proceeding is brought against an indemnified party and it gives notice to the Third Party Claim in reasonable detail and will indicate the estimated amount, if reasonably practicable, indemnifying party of the Damages that have been or may be sustained by the Indemnitee. Except as otherwise set forth in this Section 10.5commencement of such proceeding, the Indemnitor indemnifying party will have be entitled to participate in such proceeding and, to the right extent that it wishes (unless (i) 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 (ii) 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 of any Third Party Claim at the Indemnitor's own expense and such proceeding with counsel selected by the Indemnitor (which counsel shall be reasonably satisfactory to the Indemnitee) by giving indemnified party and, after notice from the indemnifying party to the Indemnitee written notice in which the Indemnitor acknowledges indemnified party of its responsibility to indemnify the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt of the Third Party Claim Notice. The Indemnitor shall not be entitled election to assume the defense of, and the Indemnitee shall be entitled to have sole control overof such ~ 10 ~ proceeding, the defense or settlement of any Third Party Claim indemnifying party will not, as long as it diligently conducts such defense, be liable to the extent that indemnified party under this Section 7 for any fees of other counsel or any other expenses with respect to the defense of such claim seeks an orderproceeding, injunction or other equitable relief against in each case subsequently incurred by the Indemnitee which, if successful, would be reasonably likely to materially interfere indemnified party in connection with the businessdefense of such proceeding, operations, assets, or financial condition other than reasonable costs of investigation. If the Indemnitee. In the event the Indemnitor indemnifying party assumes the defense of a Third Party Claimproceeding, (i) it will be conclusively established for purposes of this Agreement that the Indemnitee will cooperate claims made in good faith with that proceeding are within the Indemnitor scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party’s consent unless (a) there is no finding or admission of any violation of legal requirements or any violation of the 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 such defense full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the right commencement of any proceeding and the indemnifying party does not, within ten (10) days after the indemnified party’s notice is given, give notice to participate in the indemnified party of its election to assume the defense of such proceeding, the indemnifying party will be bound by any Third Party Claim assisted determination made in such proceeding or any compromise or settlement effected by counsel of its own choosing and at its own expensethe indemnified party. c. Notwithstanding the foregoing, if the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnitor and the Indemnitee or if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and the Indemnitee an indemnified party determines in good faith determines that representation there is a reasonable probability that a proceeding may adversely affect it or its affiliates other than as a result of both parties by the same counsel monetary damages for which it would be inappropriate due entitled to actual or potential differing interests between themindemnification under this Agreement, then the Indemnitee shall have indemnified party may, by notice to the indemnifying party, assume the exclusive right to retain defend, compromise, or settle such proceeding, but the indemnifying party will not be bound by any determination of a proceeding so defended or any compromise or settlement effected without its own counsel at the cost and expense of the Indemnitor. If the Indemnitee does consent (which may not receive the Assumption Notice within the thirty calendar day period set forth above or if the Indemnitor is not entitled to assume the defense of the Third Party Claim, the Indemnitee shall have sole control over the defense and settlement of the Third Party Claim, and the Indemnitor will be liable for all Damages paid or incurred in connection therewithunreasonably withheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If any Seller Indemnified Person Promptly after receipt by an indemnified party under Section 13B, 13C or Buyer Indemnified Person entitled to indemnification under this Agreement 13D (an "Indemniteeindemnified party") receives of notice of commencement of any third-party claim that may give rise to an indemnification obligation under Section 13, such indemnified party will give notice to each party against whom indemnity may be sought (an "indemnifying party") in writing of the commencement of any Proceeding by any Person who is not a party to this Agreement or an affiliate such claim together with the estimated amount of such a party claim (a "Third Party Claim") against such Indemnitee for which a party is obligated to provide indemnification under this Agreement (an "Indemnitor"if known), and the Indemnitee will give such Indemnitor reasonably prompt written notice thereof (the "Third Party Claim Notice"), but the failure to so notify Indemnitor indemnifying party or parties shall not relieve Indemnitor of its indemnity obligations with respect to such Third Party Claim unless the Indemnitor establishes that the defense of such Third Party Claim is actually prejudiced by the Indemnitee's failure to give such notice. The Third Party Claim Notice will describe the Third Party Claim in reasonable detail and will indicate the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnitee. Except as otherwise set forth in this Section 10.5, the Indemnitor will have the right to assume the defense (at the indemnifying party or parties' expense) of any Third Party Claim at the Indemnitor's own expense and with such claim through counsel selected by the Indemnitor (which counsel shall be reasonably satisfactory to the Indemnitee) by giving to the Indemnitee written notice in which the Indemnitor acknowledges its responsibility to indemnify the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt of the Third Party Claim Noticeindemnifying party or parties own choosing by so notifying the indemnified party within 30 days of the first receipt by any indemnifying party of such notice from the indemnified party. The Indemnitor Failure to give notice of commencement of a claim shall not be entitled to assume affect the defense of, and the Indemnitee shall be entitled to have sole control over, the defense or settlement of any Third Party Claim indemnification obligations hereunder except to the extent that such claim seeks an order, injunction of actual prejudice. The indemnifying party or other equitable relief against parties shall be liable for the Indemnitee which, if successful, would be reasonably likely to materially interfere with fees and expenses of counsel employed by the business, operations, assets, indemnified party for any period during which the indemnifying party or financial condition of the Indemnitee. In the event the Indemnitor assumes parties have not assumed the defense of a Third Party Claimany such third-party claim. If the indemnifying party or parties assume such defense, the Indemnitee will cooperate in good faith with the Indemnitor in such defense and will indemnified party shall have the right to participate in the defense of any Third Party Claim assisted by counsel of its own choosing thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party or parties, it being understood that the indemnifying party or parties shall control such defense. Notwithstanding Without the foregoingconsent of the indemnified party, if the named indemnifying party or parties shall not consent to, and the indemnified party shall not be required to agree to, the entry of any judgment or enter into any settlement unless such judgment or settlement (i) includes as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff to each indemnified party that is the subject of such third-party claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of an indemnified party. If notice is given to an indemnifying party of the commencement of a claim and the indemnifying party does not, within 30 days after the indemnified party's notice is given, give notice to the Third Party Claim (including any impleaded parties) include both the Indemnitor and the Indemnitee or if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and the Indemnitee in good faith determines that representation indemnified party of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the Indemnitee shall have the right to retain its own counsel at the cost and expense of the Indemnitor. If the Indemnitee does not receive the Assumption Notice within the thirty calendar day period set forth above or if the Indemnitor is not entitled election to assume the defense of the Third Party Claimsuch claim, the Indemnitee shall have sole control over the defense and settlement of the Third Party Claim, and the Indemnitor indemnifying party will be liable for all Damages paid bound by any determination made in such claim or incurred in connection therewithany compromise or settlement effected by the indemnified party.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If any Seller Indemnified Person Promptly after receipt by an indemnified party under Section 10.2, 10.4, or Buyer Indemnified Person entitled (to indemnification under this Agreement (an "Indemnitee"the extent provided in the last sentence of Section 10.3) receives Section 10.3 of notice of the commencement of any Proceeding by any Person who against it, such indemnified party will, if a claim is not a to be made against an indemnifying party under such Section, give notice to this Agreement or an affiliate the indemnifying party of the commencement of such a party (a "Third Party Claim") against such Indemnitee for which a party is obligated to provide indemnification under this Agreement (an "Indemnitor"), the Indemnitee will give such Indemnitor reasonably prompt written notice thereof (the "Third Party Claim Notice")claim, but the failure to so notify Indemnitor shall the indemnifying party will not relieve Indemnitor the indemnifying party of its indemnity obligations with respect any liability that it may have to such Third Party Claim unless any indemnified party, except to the Indemnitor establishes extent that the indemnifying party demonstrates that the defense of such Third Party Claim action is actually prejudiced by the Indemniteeindemnifying party's failure to give such notice. The Third Party Claim Notice will describe (b) If any Proceeding referred to in Section lO.8(a) is brought against an indemnified party and it gives notice to the Third Party Claim in reasonable detail and will indicate the estimated amount, if reasonably practicable, indemnifying party of the Damages that have been or may be sustained by the Indemnitee. Except as otherwise set forth in this Section 10.5commencement of such Proceeding, the Indemnitor will have indemnifying party will, unless the right claim involves Taxes, be entitled to participate in such Proceeding and, to the extent that it wishes (unless (i) 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 (ii) 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 of any Third Party Claim at the Indemnitor's own expense and such Proceeding with counsel selected by the Indemnitor (which counsel shall be reasonably satisfactory to the Indemnitee) by giving indemnified party and, after notice from the indemnifying party to the Indemnitee written notice in which the Indemnitor acknowledges indemnified party of its responsibility to indemnify the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt of the Third Party Claim Notice. The Indemnitor shall not be entitled election to assume the defense of, and the Indemnitee shall be entitled to have sole control overof such Proceeding, the defense or settlement of any Third Party Claim indemnifying party will not, as long as it diligently conducts such defense, be liable to the extent that indemnified party under this Section 10 for any fees of other counsel or any other expenses with respect to the defense of such claim seeks an orderProceeding, injunction or other equitable relief against in each case subsequently incurred by the Indemnitee which, if successful, would be reasonably likely to materially interfere indemnified party in connection with the businessdefense of such Proceeding, operations, assets, or financial condition other than reasonable costs of investigation. If the Indemnitee. In the event the Indemnitor indemnifying party assumes the defense of a Third Party ClaimProceeding, (i) it will be conclusively established for purposes of this Agreement that the Indemnitee will cooperate claims made in good faith with that Proceeding are within the Indemnitor scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the indemnified party's consent unless (A) there is no finding or admission of any violation of Legal Requirements or any violation of the 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 such defense full by the indemnifying party; and (iii) the indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its consent. If notice is given to an indemnifying party of the right commencement of any Proceeding and the indemnifying party does not, within ten days after the indemnified party's notice is given, give notice to participate in the indemnified party of its election to assume the defense of such Proceeding, the indemnifying party will be bound by any Third Party Claim assisted determination made in such Proceeding or any compromise or settlement effected by counsel of its own choosing and at its own expensethe indemnified party. (c) Notwithstanding the foregoing, if the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnitor and the Indemnitee or if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and the Indemnitee an indemnified party determines in good faith determines that representation there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of both parties by the same counsel monetary damages for which it would be inappropriate due entitled to actual or potential differing interests between themindemnification under this Agreement, then the Indemnitee shall have indemnified party may, by notice to the indemnifying party, assume the exclusive right to retain defend, compromise, or settle such Proceeding, but the indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement effected without its own counsel at consent (which may not be unreasonably withheld). (d) Shareholders hereby consent to the cost and expense non-exclusive jurisdiction of any court in which a Proceeding is brought against any Indemnified Person for purposes of any claim that an Indemnified Person may have under this Agreement with respect to such Proceeding or the Indemnitor. If the Indemnitee does not receive the Assumption Notice within the thirty calendar day period set forth above or if the Indemnitor is not entitled to assume the defense of the Third Party Claim, the Indemnitee shall have sole control over the defense and settlement of the Third Party Claimmatters alleged therein, and agree that process may be served on Shareholders with respect to such a claim anywhere in the Indemnitor will be liable for all Damages paid or incurred in connection therewithworld. 10.10

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If any Seller Indemnified Person Promptly after receipt by an indemnified party under Section 8.3 or Buyer Indemnified Person entitled to indemnification under this Agreement (an "Indemnitee") receives 8.4 of notice of the commencement of any Proceeding by any Person who against it, such indemnified party shall, if a claim in respect thereof is not a to be made against an indemnifying party under such Section, give notice to this Agreement or an affiliate the indemnifying party of such a party (a "Third Party Claim") against such Indemnitee for which a party is obligated to provide indemnification under this Agreement (an "Indemnitor"), the Indemnitee will give such Indemnitor reasonably prompt written notice thereof (the "Third Party Claim Notice")commencement thereof, but the failure so to so notify Indemnitor the indemnifying party shall not relieve Indemnitor it of its indemnity obligations with respect any liability that it may have to such Third Party Claim unless any indemnified party except to the Indemnitor establishes extent the indemnifying party demonstrates that the defense of such Third Party Claim action is actually prejudiced by thereby. In case any such Proceeding shall be brought against an indemnified party and it shall give notice to the Indemnitee's failure to give such notice. The Third Party Claim Notice will describe the Third Party Claim in reasonable detail and will indicate the estimated amount, if reasonably practicable, indemnifying party of the Damages that have been or may be sustained by the Indemnitee. Except as otherwise set forth in this Section 10.5commencement thereof, the Indemnitor will have indemnifying party shall, unless the right claim involves Taxes, be entitled to participate therein and, to the extent that it shall wish (unless (i) the indemnifying party is also a party to such Proceeding and the indemnified party determines in good faith that joint representations would be inappropriate or (ii) 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 thereto), to assume the defense of any Third Party Claim at the Indemnitor's own expense and thereof with counsel selected by the Indemnitor (which counsel shall be reasonably satisfactory to such indemnified party and, after notice from the Indemnitee) by giving indemnifying party to the Indemnitee written notice in which the Indemnitor acknowledges such indemnified party of its responsibility to indemnify the Indemnitee (the "Assumption Notice") no later than thirty calendar days after receipt of the Third Party Claim Notice. The Indemnitor shall not be entitled election so to assume the defense of, and the Indemnitee shall be entitled to have sole control overthereof, the defense indemnifying party shall not be liable to such indemnified party under such Section for any fees of other counsel or settlement of any Third Party Claim other expenses with respect to the extent that defense of such claim seeks an orderProceeding, injunction or other equitable relief against the Indemnitee which, if successful, would be reasonably likely to materially interfere in each case subsequently incurred by such indemnified party in connection with the businessdefense thereof, operations, assets, or financial condition other than reasonable costs of the Indemniteeinvestigation. In the event the Indemnitor If an indemnifying party assumes the defense of such a Third Party ClaimProceeding, (a) no compromise or settlement thereof may be effected by the indemnifying party without the indemnified party’s consent unless (i) there is no finding or admission of any violation of Legal Requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party and (ii) the sole relief provided is monetary damages that are paid in full by the indemnifying party and (b) the indemnified party shall have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an indemnifying party of the commencement of any Proceeding and it does not, within thirty (30) days after the indemnified party’s notice is given, give notice to the indemnified party of its election to assume the defense thereof, the Indemnitee will cooperate in good faith with the Indemnitor indemnifying party shall be bound by any determination made in such defense and will have action or any compromise or settlement thereof effected by the right to participate in the defense of any Third Party Claim assisted by counsel of its own choosing and at its own expenseindemnified party. Notwithstanding the foregoing, if the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnitor and the Indemnitee or if the Indemnitor proposes that the same counsel represent both the Indemnitee and the Indemnitor and the Indemnitee an indemnified party determines in good faith determines that representation there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of both parties monetary damages, such indemnified party may, by notice to the same counsel would be inappropriate due to actual or potential differing interests between themindemnifying party, then assume the Indemnitee shall have the exclusive right to retain defend, compromise or settle such Proceeding, but the indemnifying party shall not be bound by any determination of a Proceeding so defended or any compromise or settlement thereof effected without its own counsel at the cost and expense of the Indemnitor. If the Indemnitee does consent (which shall not receive the Assumption Notice within the thirty calendar day period set forth above or if the Indemnitor is not entitled to assume the defense of the Third Party Claim, the Indemnitee shall have sole control over the defense and settlement of the Third Party Claim, and the Indemnitor will be liable for all Damages paid or incurred in connection therewithunreasonably withheld).