Common use of Procedures for Third Party Claims Clause in Contracts

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlement.

Procedures for Third Party Claims. In Within twenty (20) days after the case assertion by any third party of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”)against any indemnitee that, a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt in the judgment of such claim or demandindemnitee, may result in the incurrence by such indemnitee of Costs for which such indemnitee would be entitled to indemnification pursuant to this Agreement, such indemnitee shall deliver to the party from which indemnity is sought indemnitor a written notice (each an “Indemnifying Party”the "Indemnity Notice") of any claim or demand of which describing in reasonable detail such Indemnified Party has knowledge and as to which it may request indemnification hereunderclaim; provided, however, that any delay or failure to give such notice will notify the indemnitor of any claim shall not affect such Indemnified Party’s rights hereunder unless, and then solely relieve it from any liability except to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of indemnitor demonstrates that the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from is materially prejudiced by such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled delay or failure to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claimnotify. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in In the case of any claim or demand described in clause third party claims, the indemnitor shall, within ten (i10) or (ii) days of receipt of notice of such claim, notify the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel indemnitee of its intention to assume the defense of such claim. If the indemnitor shall assume the defense of the claim, the indemnitor shall have the right and obligation (A) to conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the indemnitee, (B) to take all other required steps or proceedings to settle or defend any such claims, and (C) to employ counsel to contest any such claim or demandliability in the name of the indemnitee or otherwise. If defendants in any action include the indemnitee and the indemnitor, and the indemnitee shall have been advised by its counsel in writing that there may be legal defenses available to the indemnitee which are different from or in addition to those available to the indemnitor, the reasonable indemnitee shall have the right to employ its own counsel in such action, and, in such event, the fees and disbursements expenses of such counsel shall be at borne by the expense indemnitor. If the indemnitor shall not assume the defense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which litigation resulting therefrom, the indemnitee may defend against any such claim or litigation in such manner as it may deem appropriate and the indemnitee may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that any such settlement shall be settled by the Indemnified Party without subject to the prior written consent of the Indemnifying Partyindemnitor, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party Within ten (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability 10) days after final determination with respect to a third party claim, the matter indemnitor shall pay to the indemnitee the Costs incurred by indemnitee in controversy that is bindingrespect of which indemnity may be sought pursuant to this Section 6.5. In the case of a non-third party claim, valid and enforceable against all applicable Parties)payment of damages incurred by the indemnitee shall be made by the indemnitor within ten (10) days after receipt of the Indemnity Notice by indemnitor. Notwithstanding A final determination of a disputed claim as to damages shall be (A) a judgment of any court determining the foregoingvalidity of a disputed claim, if no appeal is pending from such judgment or if the Indemnified Party fails time to object appeal therefrom has elapsed, (B) an award of any arbitration determining the validity of such disputed claim, if there is not pending any motion to set aside such award or if the time within which to move to set such award aside has elapsed, (C) a written agreement as to the settlement within five termination of the dispute with respect to such claim signed by all of the parties thereto or their attorneys, (5D) Business Days a written acknowledgment of receipt the indemnitor that he, she or it no longer disputes the validity of such claim, or (E) such other evidence of final determination of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party disputed claim as shall be deemed to have consented acceptable to the settlementparties.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from (a) If a claim or demand is made against a SpecCo Indemnitee, a MatCo Indemnitee or an AgCo Indemnitee (each, an “Indemnitee”) by any Person who is not a member of a third-party other than an Infringement Claim subject to Section 13.3 above the AgCo Group, SpecCo Group or MatCo Group (a “Third-Third Party Claim”)) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, a party seeking such Indemnitee shall notify the Party (and, if applicable, the Contingent Claim Committee and/or the Shared Historical DuPont Claim Committee) which is or may be required pursuant to this Article VIII to make such indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim as promptly as practicable (and in any claim event within fifteen (15) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If any Party shall receive notice or demand otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be a Specified DowDuPont Shared Liability or a Shared Historical DuPont Liability, such Indemnified Party, as appropriate, shall give the Contingent Claim Committee and/or the Shared Historical DuPont Claim Committee (as determined pursuant to Article VI or Article VII, as applicable) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party has knowledge and as to which it may request indemnification hereunderClaim; provided, however, that the failure to give provide notice of any such notice will Third Party Claim pursuant to this or the preceding sentence shall not affect such Indemnified Party’s rights hereunder unless, release the Indemnifying Party from any of its obligations under this Article VIII except and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are Party shall have been actually materially prejudiced as a result of such failure. The Indemnifying Party Thereafter, the Indemnitee shall have the right (and if it elects deliver to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled (and, as applicable, to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Managing Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party Contingent Claim Committee and the Indemnifying Party Shared Historical DuPont Claim Committee), as promptly as practicable (and in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement event within five (5) Business Days Days) after the Indemnitee’s receipt thereof, copies of receipt of a written notice from all notices and documents (including court papers) received by the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented Indemnitee relating to the settlementThird Party Claim.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of asserted by a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-Third Party Claim”), a party the person or entity seeking indemnification hereunder pursuant to this Article V (each an the “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party Party from which indemnity indemnification is sought pursuant to this Article V (each an the “Indemnifying Party”) of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that the failure of any Indemnified Party to give such notice will shall not affect such Indemnified Party’s rights hereunder unlessrelieve any Indemnifying Party of his or its obligations under this Article V, and then solely except to the extent that, the rights of the that such Indemnifying Parties from whom indemnity Party is sought are actually prejudiced as a result of by such failurefailure to give prompt written notice. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demandThird Party Claim, in his or its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled unless counsel to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between for such counsel in representing the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Third Party has one or more defenses not available to the Indemnifying PartyClaim; provided, (iv) such claim relates to or arises in connection with any criminal proceedinghowever, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or shall not be entitled to assume the defense of a Third Party Claim unless it has acknowledged and agreed in a separate writing that it is failing responsible, subject to vigorously prosecute or the limitations of this Article V, for the indemnity giving rise to such Third Party Claim and will defend such Third-Third Party Claim. Claim subject to the limitations of this Article V. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demandThird Party Claim. The Indemnified Party shall have the right to participate in the defense of any claim or demand Third Party Claim with counsel employed at his or its own expense; provided, however, that, in the case of any claim Third Party Claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demandThird Party Claim, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim Third Party Claim or demand which shall be is settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheldconditioned, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlement.

Procedures for Third Party Claims. (a) In the case of any claim Claim for indemnification arising from a claim Claim of a third-third party other than against an Infringement Claim subject to Section 13.3 above Indemnified Party arising under paragraph 8.2(a) or 8.2(b) as the case may be (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim Claim or demand of which such Indemnified Party has knowledge knowledge, and as to which it may request indemnification hereunder, specifying (to the extent known) the amount of such Claim and any relevant facts and circumstances relating thereto; provided, however, that any failure to give such prompt notice or to provide any such facts and circumstances will not affect such waive any rights of the Indemnified Party’s rights hereunder unless, and then solely except to the extent that, that the rights of the Indemnifying Parties from whom indemnity is sought Party are actually materially prejudiced as a result of such failurethereby. The Indemnifying Party shall have the right (and and, if it elects to exercise such right, shall to do so by written notice within twenty thirty (2030) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demandThird-Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled and reasonably satisfactory to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if Party, unless (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right taken any action to defend such Third-Party claim Claim within such twenty thirty (2030) day period; , or (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrarycontrary (other than the last sentence of this Section 8.4(a)), the Indemnified Party shallParty, at the expense of the Indemnifying PartyParty (which shall include only reasonable out-of-pocket expenses actually incurred), shall cooperate with the Indemnifying Party, Party and keep the Indemnifying Party fully informed, informed in the defense of such claim or demandThird-Party Claim. The Indemnified Party shall have the right to participate in the defense of any claim or demand Third-Party Claim with counsel employed at its own expense; provided, however, that, that in the case of any claim or demand Third-Party Claim (A) described in clause (iii) above, or (iiB) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim Third-Party Claim within such thirty-day (30-day) period, or demand(C) that involves assertion of criminal liability on the Indemnified Party, or (D) seeks to force the Indemnified Party to take (or prevent the Indemnified Party from taking) any action, then in each such case the Indemnified Party shall have the right, but not the obligation, to conduct and control the defense thereof for the account of, and at the risk of, the Indemnifying Party, and the reasonable fees and disbursements of such Indemnified Party’s counsel shall be at the expense of the Indemnifying Party. The Except as provided in the last sentence of Section 8.4(b), the Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand Third-Party Claim which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlement.

Procedures for Third Party Claims. In the case of any claim The following procedures shall apply with respect to claims that may be made for indemnification arising from hereunder except to the extent that a claim of a thirdwith respect to Reinsurer Extra-party other than an Infringement Claim subject Contractual Obligations is resolved in accordance with Article VII. No Person that may be entitled to Section 13.3 above be indemnified under this Agreement (a “Third-Party Claim”), a party seeking indemnification hereunder (each an the “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, be entitled to indemnification against any Losses unless it has given to the party from which indemnity whom indemnification is sought (each an the “Indemnifying Party”) of any a written claim or demand of which notice relating to such Losses (a “Claim Notice”). The Claim Notice shall be given reasonably promptly after the Indemnified Party has knowledge becomes aware of the facts indicating that a claim for indemnification may be warranted and as shall state in reasonable detail, to the extent reasonably available at such time, the nature of the claim, identify the sections of this Agreement which it form the basis for such claim, attach copies of all material written evidence thereof received from a third party to the date of such notice and set forth the estimated amount of the Losses that have been or may request indemnification hereunder; providedbe sustained by an Indemnified Party relating to such claim to the extent reasonably estimable. The failure of an Indemnified Party to give a Claim Notice shall not relieve the Indemnifying Party of its obligations under this Article XI, however, except to the extent that the Indemnifying Party is prejudiced by such failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failureClaim Notice. The Indemnifying Party shall have the right (and if it elects no Liability with respect to exercise such right, shall do so within twenty (20) days after receiving such notice from any unreasonable expenses incurred by the Indemnified Party) Party prior to defend and to direct the defense against any such claim or demand, in its name or in time the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected Claim Notice is received by the Indemnifying Party; provided. If a Claim Notice relates to a Third Party Claim, that the Indemnifying Party may, through counsel of its own choosing (provided that in the event of any Third Party Claim asserted by any Governmental Authority, such counsel shall be reasonably acceptable to the Indemnified Party), assume the defense and investigation of such Third Party Claim; provided that any Indemnified Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges participate in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of any such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party with counsel of its exercise of own choice at its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demandown expense. The Indemnified Party shall have the right to employ one (1) separate counsel in any such Third Party Claim and to participate (but not control) in the defense of any claim or demand with counsel employed at its own expense; providedthereof, however, that, in but the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements expenses of such counsel shall not be at the expense of the Indemnifying Party unless (i) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party, (ii) in the reasonable opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable or (iii) one or more defenses are available to the Indemnified Party that are not available to the Indemnifying Party. If the Indemnifying Party elects to assume the defense and investigation of such Third Party Claim, it shall, no later than thirty (30) days following its receipt of the Claim Notice notify the Indemnified Party in writing of its assumption of the defense and investigation of such Third Party Claim. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Partynot, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed conditioned or conditioned if delayed), settle or compromise any pending or threatened Third Party Claim in respect of which indemnification may be sought hereunder (whether or not the Indemnified Party is an actual or potential party to such settlement action or claim) or consent to the entry of any judgment, except to the extent (i) it includes as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a written release from all Liability in respect of such Third Party Claim and (ii) any such action or claim is accompanied limited solely to monetary damages against the Indemnified Party that are recoverable in full by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties)Indemnifying Party. Notwithstanding If the foregoing, if Indemnifying Party does not notify the Indemnified Party fails to object to the settlement within five thirty (530) Business Days of days following its receipt of a written notice from the Claim Notice that it desires to assume the defense and investigation of such Third Party Claim, then the Indemnifying Party containing shall have the terms right to participate in any such defense at its sole cost and condition expense. The Indemnified Party shall not, without the prior written consent of such settlementthe Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise any pending or threatened Third Party Claim or consent to the entry of any judgment, except to the extent the sole relief granted is equitable relief for which the Indemnifying Party would have no Liability or to which the Indemnifying Party would not be subject. The Indemnified Party and the Indemnifying Party shall make reasonably available to each other and their respective Representatives all relevant business records and other documents available to them that are necessary or appropriate for the defense of any Third Party Claim, subject to any bona fide claims of attorney-client privilege, and each of the Indemnifying Party and the Indemnified Party shall use its reasonable efforts to assist, and to cause the employees and counsel of such party to assist, in the defense of such Third Party Claim. Direct Claims. The Indemnitor will have a period of thirty (30) days within which to respond in writing to any claim by an Indemnitee on account of a Loss that does not result from a Third Party Claim. If the Indemnitor does not so respond within such thirty (30)-day period, the Indemnitor will be deemed to have consented rejected such claim, in which event the Indemnitee will be entitled to pursue such remedies as may be available to the settlementIndemnitee. No Duplication of Indemnity. Any payment arising under this Article XI shall be made by wire transfer of immediately available funds to such account or accounts as the Indemnitee shall designate to the Indemnitor in writing. To the extent that an Administrator Indemnified Party or a Company Indemnified Party has received payment in respect of a Loss pursuant to the provisions of any other Transaction Agreement, such Administrator Indemnified Party or Company Indemnified Party shall not be entitled to indemnification for such Loss under this Agreement. In no event shall any Indemnitee (i) be entitled to duplicate Losses under this Agreement and any other Transaction Agreement attributable to the same underlying event giving rise to such Loss or Losses, or (ii) initiate duplicate proceedings under two (2) or more Transaction Agreements seeking recovery for the same Loss or Losses.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-Third Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demandThird Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if unless (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (iia) such claim or demand Third Party Claim seeks an order, injunction or other equitable relief against the Indemnified Party, or (iiib) the Indemnified Party shall have reasonably concluded that (xi) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand Third Party Claim or (yii) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demandThird Party Claim. The Indemnified Party shall have the right to participate in the defense of any claim or demand Third Party Claim with counsel employed at its own expense; provided, however, that, in the case of any claim or demand Third Party Claim described in clause (ia) or (iib) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demandThird Party Claim, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand Third Party Claim which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed withheld or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementdelayed.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from (i) If a claim by a third party is made against a Purchaser Indemnitee or a Seller Indemnitee (each, an “Indemnitee”) arising out of a third-party other than an Infringement Claim subject matter for which the Indemnitee is entitled to Section 13.3 above be indemnified pursuant to this Article VIII (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) the Indemnitee shall give prompt written noticepromptly, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) of but in any claim or demand of which such Indemnified Party event no later than 30 days after it has knowledge and as of a written assertion of liability with respect to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that , notify the Indemnifying Party shall not be entitled to assume control indemnifying party in writing of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty Claim (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified “Third-Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct Claim Notice”). The failure of the defense Indemnitee to promptly notify the indemnifying party hereunder shall not relieve the indemnifying party of such claim or demand or (y) the Indemnified Party has one or more defenses not available its obligations hereunder except to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules extent that the Indemnifying Party indemnifying party is actually or reasonably likely to be prejudiced by such failure (and except that the indemnifying party shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). The Indemnitee shall supply the indemnifying party and at such indemnifying party’s election, its representatives, agents or is failing to vigorously prosecute or defend assigns, with such information and documents as it has in its possession regarding such Third-Party Claim. Notwithstanding anything , and will allow reasonable access to relevant personnel, auditors and other representatives of the Indemnitee (subject to customary exceptions for legal privilege) together with all pertinent information in this Agreement its possession regarding the amount of the Loss that it asserts it has sustained or incurred (or reasonably expects to sustain or incur), and will permit the indemnifying party (as well as such indemnifying party’s representatives, agents or assigns) to inspect such other records and books in the possession of the Indemnitee and relating to the contraryThird-Party Claim and asserted Loss as the indemnifying party shall reasonably request, and the Indemnified Party shall, at the expense of the Indemnifying Party, Indemnitee shall cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations indemnifying party with respect to matters relating to any such claim or demand which shall be settled by the Indemnified Third-Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementClaims.

Procedures for Third Party Claims. In the case of any claim ------------------------------------ for indemnification arising from a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-"Third Party Claim”"), a party seeking indemnification hereunder (each an “Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demandThird Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if unless (i) the Indemnifying such Third Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand Claim seeks an order, injunction or other equitable relief against the Indemnified Party, or (iiiii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand Third Party Claim or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demandThird Party Claim. The Indemnified Party shall have the right to participate in the defense of any claim or demand Third Party Claim with counsel employed at its own expense; provided, however, that, in the case of any claim or demand Third Party Claim described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demandThird Party Claim, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand Third Party Claim which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed withheld or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementdelayed.

Procedures for Third Party Claims. In the case If any Third Party Claim shall be brought or alleged against an indemnified party in respect of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is to be sought (each against an “Indemnifying Party”) indemnifying party pursuant to Section 7.1 or Section 7.2, the indemnified party shall, promptly after receipt of any claim or demand notice of which the commencement of such Indemnified Third Party has knowledge and as to which it may request indemnification hereunderClaim, notify the indemnifying party in writing of the commencement thereof, enclosing a copy of all papers served, if any; provided, however, that failure the omission to give so notify such notice indemnifying party will not affect such Indemnified Party’s rights hereunder relieve the indemnifying party from any liability that it may have to any indemnified party under Section 7.1 or Section 7.2 unless, and then solely only to the extent that, the rights indemnifying party is actually prejudiced by such omission. In the event that any Third Party Claim is brought against an indemnified party and it notifies the indemnifying party of the Indemnifying Parties commencement thereof in accordance with this Section 7.3, the indemnifying party will be entitled, at the indemnifying party’s sole cost and expense, to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel selected by such indemnifying party, but reasonably satisfactory to such indemnified party (which counsel shall not, except with the consent of the indemnified party, be the current counsel to the indemnified party with respect to such Third Party Claim), and, after notice from whom indemnity is sought are prejudiced as a result the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not, subject to the immediately succeeding sentence, be liable to such failureindemnified party under this ARTICLE VII for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. The Indemnifying In any such Third Party Claim, an indemnified party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the sole cost and expense of such indemnified party unless (a) the indemnifying party and if it elects the indemnified party shall have mutually agreed to exercise the retention of such rightcounsel, shall do so within twenty (20b) days after receiving such notice from the Indemnified Party) to defend and to direct indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such Third Party Claim (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them based on the advice of counsel to the indemnified party. It is agreed that the indemnifying party shall not, in connection with any Third Party Claim or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all such indemnified parties. The indemnifying party shall not be liable for any settlement of any Third Party Claim effected without its prior written consent (which shall not be unreasonably withheld, conditioned or delayed), but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by reason of such claim settlement or demandjudgment. No indemnifying party shall, in its name or in without the name prior written consent of the Indemnified Partyindemnified party, effect any settlement, compromise or discharge of any pending or threatened Third Party Claim in respect of which any indemnified party is or could have been a party and indemnity could be sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) includes an unconditional, full written release of such indemnified party, in form and substance reasonably satisfactory to the Indemnifying Party shall not have notified indemnified party, from all liability on claims that are the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense subject matter of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) does not include any statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified party and (iii) does not impose on such indemnified party any continuing obligations or restrictions other than customary and reasonable confidentiality obligations relating to such claim, settlement or compromise. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the second preceding sentence or Securities Exchange Act of 1934, as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementamended.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from If a claim by a third party is made against Buyer or its Indemnitees, within the survival period set forth in Section 9.04 below, arising out of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt matter for which Buyer or any of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified PartyIndemnitees, as the case may be, at is entitled to be indemnified pursuant to Section 9.01 (a “Third Party Claim”), Buyer shall promptly notify Seller in writing of such claim. The failure to notify promptly Seller hereunder shall not relieve Seller of its obligations hereunder except to the expense extent (and only to the extent) that Seller is actually prejudiced (including by losing the opportunity to mitigate damages) by such failure. Seller shall be responsible for the fees and expenses of the Indemnifying Party, and with counsel selected employed by the Indemnifying PartyIndemnitee; provided, provided that in no event shall Seller be liable for the Indemnifying Party shall be entitled fees and expenses of more than one counsel (in addition to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against any local counsel) for all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises Indemnitees in connection with any criminal proceeding, action, indictment, allegation one action or investigation, separate but similar or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense related actions arising out of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim same general allegations or demandcircumstances. The Indemnified Party Seller shall have the right be entitled to participate in the defense of a Third Party Claim, through counsel of its choice, at the expense of Seller; provided that with respect to any claim Third Party Claim, Buyer shall control all proceedings in connection with such Third Party Claim and, without limiting the foregoing, may in its sole discretion, subject to this Section 9.03(a), pursue or demand forego any and all administrative appeals, proceedings, hearings and conferences with counsel employed at its own expenseany governmental entity with respect thereto. So long as Seller is participating in the defense of a Third Party Claim in good faith, or if Seller so requests in writing, Buyer shall reasonably cooperate with Seller by providing records and information that are reasonably relevant to such Third Party Claim. Buyer shall not settle or compromise any Third Party Claim without the written consent of Seller, which consent will not be unreasonably withheld or delayed. No such consent will be required (i) if Buyer agrees in writing to forego all claims for indemnification from Seller with respect to such Third Party Claim, or (ii) Buyer reasonably believes itself to be potentially or actually exposed to Indemnifiable Losses materially in excess of amounts reasonably expected to be received from Seller, or (iii) Buyer reasonably believes itself to be potentially or actually exposed to non-monetary remedies; provided, however, that, that Buyer uses reasonable best efforts to obtain in the case such settlement a release of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations Seller with respect to any all such claim or demand which shall be settled by the Indemnified Third Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementClaims.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-"Third Party Claim”"), a party seeking indemnification hereunder (each an “Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided. Notwithstanding the provisions of this Section 8.3, however, that failure to give the Indemnifying Party's and its Affiliates' aggregate liability for any such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely Third Party Claim shall in any event be limited to the extent that, the rights amount set forth in Section 8.4 of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failurethis Agreement. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demandThird Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if unless (i) the Indemnifying such Third Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand Claim seeks an order, injunction or other equitable relief against the Indemnified Party, or (iiiii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand Third Party Claim or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demandThird Party Claim. The Indemnified Party shall have the right to participate in the defense of any claim or demand Third Party Claim with counsel employed at its own expense; providedPROVIDED, howeverHOWEVER, that, in the case of any claim or demand Third Party Claim described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demandThird Party Claim, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand Third Party Claim which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed withheld or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementdelayed.

Procedures for Third Party Claims. In the case of any claim Claim for indemnification arising from a claim of a third-party other than third party, an Infringement Claim subject to Section 13.3 above (a “Third-Indemnified Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights furnished hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties parties from whom indemnity is sought are materially prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, Party provided that the Indemnifying Party shall be entitled have provided the Indemnified Party with the prior written assumption, in form and substance reasonably acceptable to assume control of the defense of such action only if Indemnified Party, by the Indemnifying Party acknowledges of any and all liability with respect to the matter in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if controversy, unless (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an order, injunction or other equitable relief against the Indemnified Party, or (iiiii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheldParty, delayed or conditioned if unless such claim solely involves a claim for monetary Damages and such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementcontroversy.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-Third Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demandThird Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if unless (i) the Indemnifying such Third Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand Claim seeks an order, injunction or other equitable relief against the Indemnified Party, or (iiiii) the Indemnified Party shall have reasonably concluded that (xiii) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand Third Party Claim or (yiv) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demandThird Party Claim. The Indemnified Party shall have the right to participate in the defense of any claim or demand Third Party Claim with counsel employed at its own expense; provided, however, that, in the case of any claim or demand Third Party Claim described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demandThird Party Claim, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand Third Party Claim which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheldwithheld or delayed. Promptly following the final determination of any Third Party Claim, delayed or conditioned. The after exhausting all appeals if the matter was appealed, the Indemnifying Party shall not settle pay any such claim without Losses to the prior written consent Indemnified Party by wire transfer or check made payable to the order of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties)Party. Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlement.STOCK PURCHASE AGREEMENT – 32

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-Third Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights furnished hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties parties from whom indemnity is sought are materially prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects they elect to exercise such right, shall to do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall only be entitled to assume control of the defense of such action only if to the extent the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses the full amount of any Damages resulting from such Third-therefrom to which the Indemnified Party Claimis entitled to indemnification hereunder; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if if: (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right taken any action to defend such Third-Party third party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, ; (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, ; (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, ; or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claimthird party claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause clauses (i) or through (iiv) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have timely employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such one firm of counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheldParty, delayed or conditioned if unless such claim solely involves a claim for monetary Damages and such settlement is accompanied by a document releasing the Indemnified Party from all liability Liability with respect to the matter in controversy that is bindingcontroversy, valid in form and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object substance reasonably satisfactory to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementInvestors.

Procedures for Third Party Claims. In the case If any Third Party Claim shall be brought or alleged against an indemnified party in respect of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is to be sought (each against an “Indemnifying Party”) indemnifying party pursuant to Section 6.1 or Section 6.2, the indemnified party shall, promptly after receipt of any claim or demand notice of which the commencement of such Indemnified Third Party has knowledge and as to which it may request indemnification hereunderClaim, notify the indemnifying party in writing of the commencement thereof, enclosing a copy of all papers served, if any; provided, however, that failure the omission to give so notify such notice indemnifying party will not affect such Indemnified Party’s rights hereunder relieve the indemnifying party from any liability that it may have to any indemnified party under Section 6.1 or Section 6.2 unless, and then solely only to the extent that, the rights indemnifying party is actually prejudiced or harmed by such omission. In the event that any Third Party Claim is brought against an indemnified party and it notifies the indemnifying party of the Indemnifying Parties commencement thereof in accordance with this Section 6.3, the indemnifying party will be entitled, at the indemnifying party’s sole cost and expense, to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from whom indemnity is sought are prejudiced as a result the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such failureindemnified party under this Article VI for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. The Indemnifying In any such Third Party Claim, an indemnified party shall have the right to retain its own counsel, but the reasonable fees and expenses of such counsel shall be at the sole cost and expense of such indemnified party unless (a) the indemnifying party and if it elects the indemnified party shall have mutually agreed to exercise the retention of such rightcounsel, shall do so within twenty (20b) days after receiving such notice from the Indemnified Party) to defend and to direct indemnifying party has assumed the defense of such proceeding and has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (c) the named parties to any such Third Party Claim (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual conflicts of interests between them based on the advice of counsel to the indemnifying party. It is agreed that the indemnifying party shall not, in connection with any Third Party Claim or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate law firm (in addition to local counsel where necessary) for all such indemnified parties. The indemnifying party shall not be liable for any settlement of any Third Party Claim effected without its written consent, but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any Loss by reason of such claim settlement or demandjudgment. No indemnifying party shall, in its name or in without the name prior written consent of the Indemnified Partyindemnified party (which consent will not be unreasonably withheld, conditioned or delayed), effect any settlement, compromise or discharge of any pending or threatened Third Party Claim in respect of which any indemnified party is or could have been a party and indemnity could be sought hereunder by such indemnified party, unless such settlement, compromise or discharge, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) includes an unconditional written release of such indemnified party, in form and substance reasonably satisfactory to the Indemnifying Party shall not have notified indemnified party, from all liability on claims that are the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense subject matter of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or does not include any statement as to which the Indemnifying Party shall an admission of fault, culpability or failure to act by or on behalf of any indemnified party and (iii) does not in fact have employed counsel to assume the defense of such claim impose any continuing material obligation or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to restrictions on any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementindemnified party.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-party other than third party, an Infringement Claim subject to Section 13.3 above (a “Third-Indemnified Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights furnished hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties parties from whom indemnity is sought are materially prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, Party provided that the Indemnifying Party shall be entitled have provided the Indemnified Party with the prior written assumption, in form and substance reasonably acceptable to assume control of the defense of such action only if Indemnified Party, by the Indemnifying Party acknowledges of any and all liability with respect to the matter in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if controversy, unless (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an order, injunction or other equitable relief against the Indemnified Party, or (iiiii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheldParty, delayed or conditioned if unless such claim solely involves a claim for monetary Damages and such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementcontroversy.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Any Party Claim”), a party seeking indemnification hereunder under this Section 7 (each an “Indemnified Party”the "INDEMNIFIED PARTY") shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party from which Party against whom indemnity is sought (each an “Indemnifying Party”the "INDEMNIFYING PARTY") of the assertion of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunderthird party claim; provided, however, that failure to give such notice will not affect such no delay on the part of the Indemnified Party’s rights hereunder unlessParty in notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder, and then solely except to the extent that, the rights of that the Indemnifying Parties from whom indemnity is sought are Party has been prejudiced as a result of such failurethereby. The Indemnifying Party shall have may, and at the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name request of the Indemnified PartyParty shall, as participate in and control the case may be, defense of any third party claim at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that its own expense. If the Indemnifying Party shall be entitled to assume assumes control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that any third party claim, the Indemnifying Party shall not be entitled to assume control liable under this Section 7 for any settlement effected by the Indemnified Party without its consent of such defense if (i) any third party claim. Notwithstanding the foregoing, whether or not the Indemnifying Party shall not have notified assumes the defense of a third party claim, if the Indemnified Party of determines in good faith that a third party claim is likely to materially adversely affect it or its exercise of its right business (it being understood that any third party claim related to defend such Third-Party claim within such twenty (20) day period; (ii) such claim taxes or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party Intellectual Property shall be deemed to have reasonably concluded that (x) there is a conflict of interest between material adverse effect on the Indemnified Party and the Indemnifying Party its business) in the conduct of the defense of such claim or demand or (y) a manner that may not be adequately compensated by money damages, then the Indemnified Party has one or more defenses not available may, by written notice to the Indemnifying Party, (iv) such claim relates assume the exclusive right to or arises in connection with any criminal proceedingdefend, action, indictment, allegation or investigationcompromise, or (v) the appropriate court rules settle such third party claim; provided that in such case the Indemnifying Party failed or will not be liable for any money damages related to a settlement that is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demandeffected without its consent. The Indemnified Party shall have the right to participate in party controlling the defense of any claim third party suit, action or demand with counsel employed at its own expense; provided, however, that, in proceeding shall keep the case of any claim or demand described in clause (i) or (ii) other party advised of the second preceding sentence status of such action, suit or as to which the Indemnifying Party shall not in fact have employed counsel to assume proceeding and the defense of such claim or demand, thereof and shall consider in good faith recommendations made by the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations other party with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementthereto.

Procedures for Third Party Claims. (a) In the case of event that any claim or demand, or other circumstance or state of facts that could give rise to any claim or demand, for indemnification arising from a claim of which an Indemnitor may be liable to an Indemnified Party hereunder is asserted or sought to be collected, in each case, in writing, by a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder the Indemnified Party shall promptly, but in no event more than ten (each an “Indemnified Party”10) shall give prompt written notice, days following such Indemnified Party’s receipt of a Third-Party Claim, notify the Indemnitor in writing of such claim or demand, to the party from which indemnity is sought Third-Party Claim (each an “Indemnifying PartyNotice of Claim”) of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder); provided, however, that a failure by an Indemnified Party to give such provide timely notice will shall not affect the rights or obligations of such Indemnified Party’s rights hereunder unless, and then solely to Party other than if the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are Indemnitor shall have been actually prejudiced as a result of such failure. The Indemnifying Party Notice of Claim shall have the right (and if it elects to exercise such right, shall do so within twenty (20i) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, state that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnified Party is entitled to indemnification pursuant to this Agreement, and against (ii) specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated Loss and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnified Party claims to be entitled hereunder. The Indemnified Party shall enclose with the Notice of Claim a copy of all Losses resulting from papers served with respect to such Third-Party Claim; , if any, and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or any other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend documents evidencing such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlement.

Procedures for Third Party Claims. In (a) Promptly after the case receipt by any Indemnified Party of a notice of any claim for indemnification arising from a claim of a third-claim, action, suit or proceeding by any third party other than an Infringement Claim that may be subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “other than under Section 9.1(c)), including for purposes of this Section 9.3 any Tax Claim (as defined below) with respect to which notice must be provided within five Business Days following receipt thereof, such Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt notice of such claim or demandto the indemnifying party hereunder (the "Indemnifying Party"), stating the nature and basis of the claim and the amount thereof, to the party from which indemnity is sought (each an “Indemnifying Party”) extent known, along with copies of any the relevant documents evidencing the claim or demand and the basis for indemnification sought. Failure of which such the Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will shall not affect such Indemnified Party’s rights hereunder unlessrelieve the Indemnifying Party from liability on account of this indemnification, except if and then solely to the extent thatthat the Indemnifying Party is actually prejudiced thereby. Except as otherwise provided in Section 9.1(c), the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct assume the defense against any such claim or demand, in its name or in the name of the Indemnified PartyParty against the third party claim. Except as otherwise provided in Section 9.1(c), so long as the case may be, at Indemnifying Party has assumed the expense defense of the Indemnifying Partythird party claim in accordance herewith and notified the Indemnified Party in writing thereof, (i) the Indemnified Party may retain separate co-counsel at its sole cost and with counsel selected by expense and participate in the Indemnifying Party; provideddefense of the third party claim, that it being understood the Indemnifying Party shall be entitled pay all costs and expenses of counsel for the Indemnified Party for all periods prior to assume control of such time as the Indemnifying Party has notified the Indemnified Party that it has assumed the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; third party claim, (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim not file any papers or demand or (y) the Indemnified Party has one or more defenses not available consent to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense entry of any claim judgment or demand with counsel employed at its own expense; provided, however, that, in the case of 126 119 enter into any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations settlement with respect to any such the third party claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall Party (not to be unreasonably withheld, delayed withheld or conditioned. The delayed) and (iii) the Indemnifying Party shall will not settle consent to the entry of any such judgment or enter into any settlement with respect to the third party claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld or delayed). The parties shall use commercially reasonable efforts to minimize Losses from claims by third parties and shall act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties shall also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party shall have assumed the defense, such party shall not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into without the Indemnifying Party's prior written consent, which consent shall not be unreasonably withheld, delayed withheld or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementdelayed.

Procedures for Third Party Claims. In (a) If any Indemnitee receives written notice of the case of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) assertion of any claim or demand of which the commencement of any action or proceeding by any Governmental Authority or any person or entity who is not a party to this Agreement (a "Third Party Claim") against or affecting such Indemnified Indemnitee, and if such assertion were presumed to be true (regardless of the actual outcome) then a party could be obligated to provide indemnification under this Agreement as a result of or in connection with such claim, action or proceeding, such Indemnitee will give such Indemnifying Party has knowledge and as to which it may request indemnification hereunderreasonably prompt written notice thereof, but in any event no later than thirty (30) calendar days after receipt of such written notice of such Third Party Claim; provided, provided however, that failure to give such notice will as provided in this paragraph (a) shall not affect such Indemnified Party’s rights hereunder unless, and then solely relieve the Indemnifying Party of its indemnification obligations under this Article XI except to the extent that, that such Indemnifying Party is actually prejudiced by such failure. Said written notice to the rights Indemnifying Party shall set forth the basis of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result Third Party Claim in reasonable detail and include copies of all pertinent correspondence relating to such failureThird Party Claim. The Indemnifying Party (which, in the case of any matter for which the Stockholders are severally liable and for purposes of this Section 11.3 shall act as a single group) will have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume and control of the defense of any Third Party Claim at such action only if Indemnifying Party's sole expense and by such Indemnifying Party's own counsel (which counsel must be reasonably satisfactory to the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds Indemnitee), by giving written notice to the Indemnified Party harmless from and against all Losses resulting from such ThirdIndemnitee (the "Notice to Defend") no later than thirty (30) calendar days after receipt of the above-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control described notice of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Third Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall Indemnitee also will have the right to participate in the defense of any claim or demand with Third Party Claim assisted by counsel employed at of its own expense; providedchoosing, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable but all fees and disbursements expenses of such counsel shall be at paid by the expense of the Indemnifying PartyIndemnitee. The Indemnifying Party shall have no indemnification obligations and the Indemnitee will reasonably cooperate with each other in good faith in such defense and make available all employees and books and records in its control as reasonably deemed necessary with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall defense (but not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy extent that is binding, valid and enforceable against all applicable Partieswould require waiver of any privilege). Notwithstanding If the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice Indemnitee does not receive from the Indemnifying Party containing a Notice to Defend with respect to a Third Party Claim or a written notice of objection to the terms and condition of such settlementclaim for indemnification specifying in reasonable detail the basis for the objection within the thirty (30) day period described above, the Indemnified Indemnitee may, at its option, elect to solely defend the Third Party shall Claim assisted by counsel of its own choosing, and the Indemnifying Party will be deemed liable for all reasonable costs and expenses, and all settlement amounts (subject to have consented and in accordance with paragraph (c) below of this Section 11.3) or other liabilities, losses, damages and injuries paid or incurred in connection therewith to the settlementextent such claim is or would have been indemnifiable under this Agreement if such claim is or had been proved.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from (a) If a claim or demand is made against an IP RemainCo Indemnitee or a Product SpinCo Indemnitee (each, an “Indemnitee”) by any Person who is not a member of a third-party other than an Infringement Claim subject to Section 13.3 above the Product SpinCo Group or IP RemainCo Group (a “Third-Third Party Claim”)) as to which such Indemnitee is or may be entitled to indemnification pursuant to this Agreement, a party seeking such Indemnitee shall notify the Party (and, if applicable, the Contingent Claim Committee) which is or may be required pursuant to this Article VII to make such indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) in writing, and in reasonable detail, of the Third Party Claim as promptly as practicable (and in any claim event within fifteen (15) days) after receipt by such Indemnitee of written notice of the Third Party Claim. If either Party shall receive notice or demand otherwise learn of the assertion of a Third Party Claim which may reasonably be determined to be a Specified Shared Liability, such Indemnified Party, as appropriate, shall give the Contingent Claim Committee (as determined pursuant to Article VI) written notice thereof within fifteen (15) days after such Person becomes aware of such Third Party has knowledge and as to which it may request indemnification hereunderClaim; provided, however, that the failure to give provide notice of any such notice will Third Party Claim pursuant to this or the preceding sentence shall not affect such Indemnified Party’s rights hereunder unless, release the Indemnifying Party from any of its obligations under this Article VII except and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are Party shall have been actually materially prejudiced as a result of such failure. The Indemnifying Party Thereafter, the Indemnitee shall have the right (and if it elects deliver to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled (and, as applicable, to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Managing Party and the Indemnifying Party Contingent Claim Committee), as promptly as practicable (and in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement event within five (5) Business Days Days) after the Indemnitee’s receipt thereof, copies of receipt of a written notice from all notices and documents (including court papers) received by the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented Indemnitee relating to the settlementThird Party Claim.

Procedures for Third Party Claims. In 27.1 If a Purchaser Indemnitee or a Stockholder Indemnitee (an "Indemnitee") receives written notice of the case of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) assertion of any claim or demand of which the commencement of any action or proceeding by any entity who is not a party to this Agreement (a "Third Party Claim") against or affecting such Indemnified Indemnitee, and if such assertion were presumed to be true (regardless of the actual outcome) and a party (the "Indemnifying Party") could be obligated to provide indemnification under this Agreement as a result of or in connection with such claim, action or proceeding, such Indemnitee will give such Indemnifying Party has knowledge and as to which it may request indemnification hereunderreasonably prompt written notice thereof, but in any event no later than thirty (30) calendar days after receipt of such written notice of such Third Party Claim; provided, provided however, that failure to give such notice will as provided in this Section 27.1 shall not affect such Indemnified Party’s rights hereunder unless, and then solely relieve the Indemnifying Party of its indemnification obligations under Section 25 or Section 26 except to the extent that, that such Indemnifying Party is actually prejudiced by such failure. Said written notice to the rights Indemnifying Party shall set forth the basis of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result Third Party Claim in reasonable detail and include copies of all pertinent correspondence relating to such failureThird Party Claim. The Indemnifying Party shall will have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume and control of the defense of any Third Party Claim at such action only if Indemnifying Party's sole expense and by such Indemnifying Party's own counsel (which counsel must be reasonably satisfactory to the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds Indemnitee), by giving written notice to the Indemnified Party harmless from and against all Losses resulting from such ThirdIndemnitee (the "Notice of Defense") no later than thirty (30) calendar days after receipt of the above-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control described notice of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Third Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall Indemnitee also will have the right to participate in the defense of any claim or demand with Third Party Claim assisted by counsel employed at of its own expense; providedchoosing, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable but all fees and disbursements expenses of such counsel shall be at paid by the expense of the Indemnifying PartyIndemnitee. The Indemnifying Party shall have no indemnification obligations and the Indemnitee will cooperate with each other in good faith in such defense and make available all employees and books and records in its control as reasonably deemed necessary with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall defense (but not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy extent that is binding, valid and enforceable against all applicable Partieswould require waiver of any privilege). Notwithstanding If the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice Indemnitee does not receive from the Indemnifying Party containing a Notice of Defense with respect to a Third Party Claim within the terms and condition of such settlementthirty (30) day period described above, the Indemnified Indemnitee may, at its option, elect to solely defend the Third Party shall Claim assisted by counsel of its own choosing, and the Indemnifying Party will be deemed liable for all reasonable costs and expenses, and all settlement amounts (subject to have consented and in accordance with Section 27.3) or other liabilities, losses, damages and injuries paid or incurred in connection therewith to the settlementextent such claim is or would have been indemnifiable under this Agreement if such claim is or had been proved.

Procedures for Third Party Claims. (a) In the case of event that any claim or demand, or other circumstance or state of facts that could give rise to any claim or demand, for indemnification arising from which an Indemnitor may be liable to an Indemnified Party hereunder is asserted or sought to be collected, in each case, in writing, by a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder the Indemnified Party shall promptly, but in no event more than ten (each an “Indemnified Party”10) shall give prompt written notice, days following such Indemnified Party’s receipt of a Third-Party Claim, notify the Indemnitor in writing of such claim or demand, to the party from which indemnity is sought Third-Party Claim (each an “Indemnifying PartyNotice of Claim”) of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder); provided, however, that a failure by an Indemnified Party to give such provide timely notice will shall not affect the rights or obligations of such Indemnified Party’s rights hereunder unless, and then solely to Party other than if the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are Indemnitor shall have been actually prejudiced as a result of such failure. The Indemnifying Party Notice of Claim shall have the right (and if it elects to exercise such right, shall do so within twenty (20i) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, state that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from has paid or properly accrued Losses or anticipates that it will incur liability for Losses for which such Indemnified Party is entitled to indemnification pursuant to this Agreement, and against (ii) specify in reasonable detail each individual item of Loss included in the amount so stated, the date such item was paid or properly accrued, the basis for any anticipated Loss and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and the computation of the amount to which such Indemnified Party claims to be entitled hereunder. The Indemnified Party shall enclose with the Notice of Claim a copy of all Losses resulting from papers served with respect to such Third-Party Claim; , if any, and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or any other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend documents evidencing such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlement.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of for which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, hereunder (provided that failure to give such notice will not affect such no delay on the part of the Indemnified Party’s rights Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless, and then solely to the extent thatextent, the rights of Indemnifying Party is prejudiced thereby). Except as otherwise provided herein, the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim Third- Party Claim (other than any Third Party Claim that constitutes or demandarises out of a Tax Proceeding), in its name or in the name of the Indemnified Party, as the case may be, at the expense of the AmericasActive:12532620.29 Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that however, the Indemnifying Party shall not be entitled to assume the defense or control of such defense a Third-Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (ia) the Indemnifying Party shall does not have notified acknowledge to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of its exercise of its right to defend such claim, (b) such Third-Party claim within such twenty (20) day period; (ii) such claim or demand Claim seeks an order, injunction or other equitable relief against the Indemnified PartyParty or the Company, (iiic) such Third-Party Claim involves any criminal proceeding, action, indictment, allegation or investigation, (d) such Third-Party Claim is by or on behalf of any material customer of the Company, (e) the Indemnified Party reasonably believes an adverse determination with respect to the Action giving rise to such claim for indemnification would be materially detrimental to or materially injure the Indemnified Party’s reputation or future business prospects; (f) the claim involves environmental, health or safety matters in which case the Indemnified Party shall have sole control and management authority over the resolution of such claim or (g) counsel to the Indemnified Party shall have reasonably concluded that (xA) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand Third- Party Claim or (yB) the Indemnified Party has one or more defenses not available to the Indemnifying Party; provided, (iv) such claim relates further, in the event any Third-Party Claim is brought or asserted which, if adversely determined, would not entitle the Indemnified Party to or arises full indemnity pursuant to this ARTICLE XI, for any reason, the Indemnified Party may elect to participate in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend a joint defense of such Third-Party Claim. Notwithstanding anything in this Agreement to Claim for which the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense expenses of such claim or demandjoint defense will be shared equally by such Parties and the retention of counsel shall be reasonably satisfactory to both Parties. The Indemnified Party shall have the right to participate in the defense of any claim or demand Third-Party Claim with counsel employed at its own expense; provided, however, that, in the case of any claim or demand Third-Party Claim described in clause (ia) or though (iig) of the second preceding sentence above or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demandThird- Party Claim, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. No compromise or settlement of any Third-Party Claim may be effected by the Indemnifying Party without the Indemnified Party’s consent (which shall not be unreasonably withheld, conditioned or delayed) unless (x) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such Indemnified Party or its Affiliates and (y) each Indemnified Party that is party to such Third-Party Claim is fully and unconditionally released from liability or obligation with respect to such claim. In the event that the Indemnified Party assumes the defense or control of such Third-Party Claim, the Indemnifying Party shall have the right to participate in the defense of any Third-Party Claim with counsel employed at its own expense. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand Third-Party Claim which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed. The Indemnifying Party shall not settle any such claim without To the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement extent that there is accompanied by an inconsistency between this Section 9.06 and Section 7.04 as it relates to a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlementTax matter, the Indemnified Party provisions of Section 7.04 shall be deemed to have consented to the settlementgovern.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-"Third Party Claim”"), a party seeking indemnification hereunder (each an “Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demandThird Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if unless (i) the Indemnifying such Third Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand Claim seeks an order, injunction or other equitable relief against the Indemnified Party, or (iiiii) the Indemnified Party shall have reasonably concluded (and shall have advised the Indemnifying Party in writing of the basis for its conclusion) that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand Third Party Claim or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demandThird Party Claim. The Indemnified Party shall have the right to participate in the defense of any claim or demand Third Party Claim with counsel employed at its own expense; provided, however, that, in the case of any claim Third Party Claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demandThird Party Claim, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim Third Party Claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed withheld or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementdelayed.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-third party other than an Infringement Claim subject which claim results in a payment to Section 13.3 above such third party (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of for which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; hereunder (provided, however, that failure to give such notice will not affect such no delay on the part of the Indemnified Party’s rights Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless, and then solely to the extent thatextent, the rights of Indemnifying Party is prejudiced thereby). Except as otherwise provided herein, the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demandThird-Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further however, that the Indemnifying Party shall not be entitled to assume the defense or control of such defense a Third-Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (ia) the Indemnifying Party shall does not have notified acknowledge to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of its exercise such claim within thirty (30) days of its right to defend receipt of written notice of such indemnity claim from the Indemnified Party, (b) such Third-Party claim within such twenty (20) day period; (ii) such claim or demand Claim seeks an order, injunction or other equitable relief against the Indemnified Party, (iiic) such Third-Party Claim involves any criminal Action against the Indemnified Party, or (d) counsel to the Indemnified Party shall have reasonably concluded that (xi) there is a material conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand Third-Party Claim, or (yii) the Indemnified Party has one or more defenses not available to the Indemnifying Party; provided further, (iv) such claim relates that in the event any Third-Party Claim is brought or asserted which, if decided against the Indemnified Party, would not entitle the Indemnified Party to or arises full indemnity pursuant to this Section 7, for any reason, the Indemnified Party may elect to participate in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend a joint defense of such Third-Party ClaimClaim for which the expenses of such joint defense will be shared equitably by such Parties and the retention of counsel shall be reasonably satisfactory to both Parties. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demandThird-Party Claim. The Indemnified Party shall have the right to participate in the defense of any claim or demand Third-Party Claim with counsel employed at its own expense; provided, however, that, in the case of any claim or demand Third-Party Claim described in clause (ia), (b) or (iic) of the second preceding sentence above or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demandThird-Party Claim, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. No compromise or settlement of any Third-Party Claim may be effected by the Indemnifying Party without the Indemnified Party’s consent (which shall not be unreasonably withheld, conditioned or delayed) unless (A) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such Indemnified Party or its Affiliates, and (B) each Indemnified Party that is party to such Third-Party Claim is fully and unconditionally released from liability with respect to such claim. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand Third-Party Claim which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed conditioned or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementdelayed.

Procedures for Third Party Claims. 9.2.1 In the case of any claim for indemnification arising from a claim Claim of a third-third party other than an Infringement a Tax Claim subject to Section 13.3 above (each such non-excluded Claim, a “Third-Third Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand Claim of which such Indemnified Party has knowledge knowledge, and as to which it may request indemnification hereunder, specifying (to the extent known) the amount of such Claim and any relevant facts and circumstances relating thereto; provided, however, that any failure to give such prompt notice or to provide any such facts and circumstances will not affect such waive any rights of the Indemnified Party’s rights hereunder unless, and then solely except to the extent that, that the rights of the Indemnifying Parties from whom indemnity is sought Party are actually prejudiced as a result of such failurethereby. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so elect by written notice within twenty (20) 30 days after receiving such notice from the Indemnified Party) Party to defend and to direct the defense against any such claim or demandThird Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party (which must be reasonably satisfactory to the Indemnified Party), negotiate, settle or otherwise deal with any Third Party Claim which relates to any Damages indemnified against hereunder; provided, provided that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges have acknowledged in writing its indemnity obligations and assumes and holds to the Indemnified Party harmless from and against its unqualified obligation to indemnify the Indemnified Party as provided hereunder in respect of all Losses Damages resulting or arising from such Third-Third Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if Claims for which it is responsible, unless (ia) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right taken any action to defend such Third-Third Party claim Claim within such twenty (20) 30-day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iiib) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand Third Party Claim or (yc) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules reasonably concludes that the Indemnifying Party failed Damages from such claim, individually or is failing in the aggregate with all other claims, are reasonably likely to vigorously prosecute or defend such Third-Party Claimexceed the Cap Amount. Notwithstanding anything in this Agreement to the contrarycontrary (other than the last sentence of this Section 9.2.1), the Indemnified Party shall, at the expense of and the Indemnifying Party, Party shall reasonably cooperate with the Indemnifying Party, each other and keep the Indemnifying Party other party fully informed, informed in the defense of such claim or demandThird Party Claim. The Indemnified Party shall have the right to participate in the defense of any claim or demand Third Party Claim with counsel employed at its own expense; provided, however, that, in the case of any claim or demand Third Party Claim described in clause clauses (ia), (b) or (iic) of the second preceding sentence above (or as to which the Indemnifying Party shall not in fact yet have employed counsel to assume the defense of such claim or demandThird Party Claim), the reasonable fees and disbursements of such Indemnified Party’s counsel shall be at the expense of the Indemnifying Party (until such time as the defense is assumed by the Indemnifying Party, in the case of the parenthetical above). The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand Third Party Claim which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlement.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from If a claim by a third party is made against Buyer or its Indemnitees, within the survival period set forth in Section 9.04 below, arising out of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt matter for which Buyer or any of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified PartyIndemnitees, as the case may be, at is entitled to be indemnified pursuant to Section 9.01 (a "Third Party Claim"), Buyer shall promptly notify Seller in writing of such claim. The failure to notify promptly Seller hereunder shall not relieve Seller of its obligations hereunder except to the expense extent that Seller is actually prejudiced (including by losing the opportunity to mitigate damages) by such failure. Seller shall be responsible for the fees and expenses of the Indemnifying Party, and with counsel selected employed by the Indemnifying PartyIndemnitee; provided, provided that in no event shall Seller be liable for the Indemnifying Party shall be entitled fees and expenses of more than one counsel (in addition to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against any local counsel) for all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises Indemnitees in connection with any criminal proceeding, action, indictment, allegation one action or investigation, separate but similar or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense related actions arising out of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim same general allegations or demandcircumstances. The Indemnified Party Seller shall have the right be entitled to participate in the defense of a Third Party Claim, through counsel of its choice, at the expense of Seller; provided that with respect to any claim Third Party Claim, Buyer shall control all proceedings in connection with such Third Party Claim and, without limiting the foregoing, may in its sole discretion, subject to this Section 9.03(a), pursue or demand forego any and all administrative appeals, proceedings, hearings and conferences with counsel employed at its own expenseany governmental entity with respect thereto. So long as Seller is participating in the defense of a Third Party Claim in good faith, or if Seller so requests in writing, Buyer shall reasonably cooperate with Seller by providing records and information that are reasonably relevant to such Third Party Claim. Buyer shall not settle or compromise any Third Party Claim without the written consent of Seller, which consent will not be unreasonably withheld or delayed. No such consent will be required (i) if Buyer agrees in writing to forego all claims for indemnification from Seller with respect to such Third Party Claim, or (ii) Buyer reasonably believes itself to be potentially or actually exposed to Indemnifiable Losses materially in excess of amounts reasonably expected to be received from Seller, or (iii) Buyer reasonably believes itself to be potentially or actually exposed to non-monetary remedies; provided, however, that, that Buyer uses commercially reasonable efforts to obtain in the case such settlement a release of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations Seller with respect to any all such claim or demand which shall be settled by the Indemnified Third Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementClaims.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-Third Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are materially prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects they elect to exercise such right, shall to do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if to the extent the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses the full amount of any Damages resulting from such Third-Third Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right taken any action to defend such Third-Party third party claim within such twenty (20) day period; (ii) such claim or demand seeks an Order, injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Third Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if ) and such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties)parties. Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days 48 hours of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlement.

Procedures for Third Party Claims. In Promptly after the receipt by any Indemnified Party of a notice of any claim, action, suit or proceeding by any third party that may be subject to indemnification hereunder, such Indemnified Party shall give prompt written notice of such claim to the Indemnifying Party, stating the nature and basis of the claim and the amount thereof, to the extent known, along with copies of the relevant documents evidencing the claim and the basis for indemnification sought. Failure of the Indemnified Party to give prompt written notice in accordance with the foregoing requirements shall not relieve the Indemnifying Party from liability on account of this indemnification, except (a) if and to the extent that the Indemnifying Party is actually prejudiced thereby or (b) a claims notice is not given within the survival period for the applicable representation, warranty, covenant or agreement under Section 9.6, in which case of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) of any claim or demand of which such Indemnified Party has knowledge expire and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failureterminate. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) 45 days after receiving from receipt of any such notice from the Indemnified Partyof claim (x) to defend and give written notice to direct assume the defense against any such thereof and thereby admit to its liability for indemnification hereunder (except that where a notified claim relates to a Seller Specific Warranty or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of a UPC Specific Warranty the Indemnifying Party, and with counsel selected ’s right to assume the defense thereof shall be automatic unless the Indemnifying Party does not respond following such 45 day period to a second notice of claim by the Indemnifying Party; provided, that Indemnified Party within five Business Days in which event the Indemnifying Indemnified Party shall be entitled to assume control of the defense thereof) or to otherwise admit to its liability for indemnification hereunder or (y) to dispute the claim of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control indemnification of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) in which case the Indemnified Party shall have reasonably concluded that may defend the claim and any dispute between the Parties will be resolved pursuant to Section 11.2. If written notice to the effect set forth in clause (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to immediately preceding sentence is given by the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that then the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to assume the defense of the Indemnified Party against the third party claim with counsel of its choice reasonably satisfactory to the Indemnified Party. So long as the Indemnifying Party has assumed the defense of the third party claim in accordance herewith, (a) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the third party claim, (b) the Indemnified Party will not file any claim papers or demand with counsel employed at its own expense; provided, however, that, in consent to the case entry of any claim judgment or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations enter into any settlement with respect to any such the third party claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying PartyParty (not to be withheld or delayed unreasonably), which consent shall not be unreasonably withheld, delayed or conditioned. The and (c) the Indemnifying Party shall will not settle consent to the entry of any such judgment or enter into any settlement with respect to the third party claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably). The Parties agree that the consent of the Indemnified Party under (c) above will not be required if money damages only are to be paid by the Indemnifying Party under any such judgment or settlement of a third party claim and there is no future impact as a result on the Indemnified Party’s business. The Indemnified Party shall use commercially reasonable efforts to minimize Losses from claims by third parties and the Parties shall act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The Parties shall also reasonably cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party shall have assumed the defense, the Indemnifying Party shall not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into without the Indemnifying Party’s prior written consent, which consent shall not be unreasonably withheld, delayed withheld or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementdelayed.

Procedures for Third Party Claims. In the case of any event that an Indemnified Party determines that it has a claim for indemnification Damages against an Indemnifying Party arising from a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder the Indemnified Party shall notify the Indemnifying Party in writing, and in reasonable detail (each an “Indemnified Party”) shall give prompt written noticeincluding, following to the extent reasonably ascertainable, the amount of such Indemnified Party’s receipt claim, the nature and basis of such claim or demandand the relevant facts and circumstances relating thereto), to of the party from which indemnity is sought (each an “Indemnifying Party”) of any claim or demand of which Third-Party Claim as promptly as reasonably practicable after receipt by such Indemnified Party has knowledge and as to which it may request indemnification hereunderof notice of the Third-Party Claim; provided, however, provided that failure to give such notice will or delay in notifying the Indemnifying Party shall not affect such Indemnified Party’s rights hereunder unlessrelieve the Indemnifying Party of its indemnification obligations, except and then solely only to the extent that, the rights of that the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of Party demonstrates that such failurefailure has adversely affected the Indemnifying Party with respect to such claim. The Indemnifying Party shall have the right (and if it elects be entitled to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct participate in the defense against any such claim or demand, in its name or in the name of the Indemnified PartyThird-Party Claim and, as subject to the case may belimitations set forth in this Section 11.05, at to assume the expense of the Indemnifying Party, and defense thereof with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing each case at its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if expense, so long as (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks Claim involves only money damages and does not seek an injunction or other equitable relief against the Indemnified Partyrelief, and (iiiii) the Indemnified Third-Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses Claim for indemnification does not available to the Indemnifying Party, (iv) such claim relates relate to or arises arise in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that . If the Indemnifying Party failed or is failing shall assume the control of the defense of any Third-Party Claim in accordance with the provisions of this Section 11.05, the Indemnified Party shall be entitled to vigorously prosecute or defend participate in the defense of such Third-Party ClaimClaim and to employ separate counsel of its choice for such purpose. Notwithstanding anything in this Agreement The fees and expenses of such separate counsel shall be paid by the Indemnified Party; provided, however, that, if there exists a conflict of interest (including the availability of one or more legal defenses to the contrary, the Indemnified Party shallwhich are not available to the Indemnifying Party) that would make it inappropriate in the reasonable judgment of the Indemnified Party (upon and in conformity with advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party will be entitled to retain one counsel (plus one local counsel in each jurisdiction for which the Indemnified Party determines counsel is necessary), reasonably acceptable to the Indemnifying Party, at the expense of the Indemnifying Party, cooperate with provided that the Indemnifying PartyIndemnified Party and such counsel will contest such Third-Party Claims in good faith. Subject to the limitations set forth in this ARTICLE XI, and keep the Indemnifying Party fully informedshall also be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has elected not to assume the defense thereof. Each Party shall cooperate, and shall cause their respective Affiliates to cooperate, in the defense or prosecution of such claim or demandThird-Party Claim. The Indemnified Party Such cooperation shall have include the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause retention and (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of upon the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled ’s request) the provision by the Indemnified Party to the Indemnifying Party of records and information which are reasonably relevant to such Third-Party Claim, and making personnel available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. No compromise or settlement of any Third-Party Claim may be effected by the Indemnifying Party without the Indemnified Party’s consent, which shall not be unreasonably withheld, conditioned or delayed; provided that no such consent shall be required if (i) there is no finding or admission of any violation of Law by the Indemnified Party and no effect on any other claims that may be made against such Indemnified Party or its Affiliates, (ii) each Indemnified Party that is party to such Third-Party Claim is fully and unconditionally released from liability with respect to such claim and (iii) no damages other than monetary damages are paid with regard to such Third-Party Claim. No Indemnified Party shall settle or compromise any Third-Party Claim without the express prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed conditioned or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of delayed, unless the Indemnified Party (which waives its rights to indemnification hereunder with respect to such Third-Party Claim; provided that it shall be reasonable for the Indemnifying Party to withhold any such consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing or compromise creates any liability or obligation on the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days part of receipt of a written notice from the such Indemnifying Party containing or otherwise affects any claims that are then pending or threatened, or may be made, against such Indemnifying Party. Where the terms and condition provisions of such settlementthis Section 11.05 conflict with the provisions of Section 8.07(h) (Tax Proceedings), the Indemnified Party provisions of Section 8.07(h) (Tax Proceedings) shall be deemed to have consented to the settlementcontrol.

Procedures for Third Party Claims. In the case The obligations and liabilities of any claim for indemnification an Indemnifying Party under this Article VII with respect to Losses arising from a claim of a third-party other than an Infringement Claim subject Third Party Claims shall be governed by and be contingent upon the following additional terms and conditions: If the Indemnifying Party acknowledges in writing its obligation to Section 13.3 above (a “Third-indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume and control of the defense of such action only Third Party Claim at its expense and through counsel of its choice, reasonably acceptable to the Indemnified Party, if it gives notice of its intention to do so to the Indemnified Party within ten (10) days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and (provided further that the Indemnifying Party shall not be entitled responsible for the fees 41 <PAGE> and expenses of more than one counsel, in addition to assume control of such defense if (i) local counsel, for all Indemnified Parties). In the event the Indemnifying Party shall not have notified exercises the Indemnified Party of its exercise of its right to defend undertake any such Third-defense against any such Third Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified PartyClaim as provided above, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party cooperate, and shall use its best efforts to cause its Affiliates, officers, directors, employees and agents to cooperate, with the Indemnifying Party in the conduct of the such defense of such claim or demand or (y) the Indemnified Party has one or more defenses not and make available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that at the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything Party's expense, all witnesses, pertinent records, materials and information in this Agreement to the contrary, the Indemnified Party shallParty's possession or under the Indemnified Party's control, at the expense of and shall use its best efforts to cause its Affiliates, officers, directors, employees and agents to make available to the Indemnifying Party, cooperate with at the Indemnifying Party's expense, all witnesses, pertinent records, materials and keep information in the possession or under the control of any of them, relating thereto as is reasonably required by the Indemnifying Party fully informedParty. Similarly, in the defense of such claim or demand. The event the Indemnified Party shall have the right to participate in is conducting the defense of against any claim or demand with counsel employed at its own expense; providedsuch Third Party Claim, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not cooperate, and shall use its best efforts to cause its Affiliates, officers, directors, employees and agents to cooperate, with the Indemnified Party in fact have employed counsel such defense and make available to assume the defense of such claim or demandIndemnified Party, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party's expense, all such witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control, and shall use its best efforts to cause its Affiliates, officers, directors, employees and agents to make available to the Indemnified Party, at the Indemnifying Party's expense, all witnesses, records, materials and information in the possession or under the control of any of them, relating thereto as is reasonably required by the Indemnified Party. The Indemnifying No such Third Party shall have no indemnification obligations with respect to any such claim or demand which shall Claim may be settled by the Indemnified Indemnifying Party without the prior written consent of the Indemnifying Indemnified Party; provided, which consent shall not be unreasonably withheldhowever, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails does not consent to object to the such a settlement within five (5) Business Days of receipt of a written notice from and such settlement involves solely monetary damages, then in no event may the Indemnifying Party containing the terms and condition of such settlement, Party's liability to the Indemnified Party shall be deemed with respect to have consented to such Third Party Claim exceed the amount of the proposed settlement.. ARTICLE VIII

Procedures for Third Party Claims. In Promptly after the case receipt by a Purchaser Indemnitee, a Seller Indemnitee, a Xxxxx Arena Indemnitee or an LDA Indemnitee (any such entity, an "Indemnified Party") of a notice of any claim for indemnification arising from a claim of a third-claim, action, suit or proceeding by any third party other than an Infringement Claim that may be subject to Section 13.3 above (a “Third-indemnification hereunder, such Indemnified Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt notice of such claim or demandto the indemnifying party (the "Indemnifying Party"), stating the nature and basis of the claim and the amount thereof, to the party from which indemnity is sought (each an “Indemnifying Party”) extent known. Failure of any claim or demand of which such the Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will shall not affect such Indemnified Party’s rights hereunder unlessrelieve the Indemnifying Party from liability on account of this indemnification, and then solely except to the extent that, the rights of that the Indemnifying Parties from whom indemnity Party is sought are prejudiced as a result of such failurethereby. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) 30 days after receiving from receipt of any such notice from of claim to give written notice of dispute of the claim to the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds . If the Indemnified Party harmless from and against all Losses resulting from does not receive written notice of the dispute within such Third-Party Claim; and provided further that 30- day period, the Indemnifying Party shall not be entitled to assume control amount of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel Loss shall be at the expense conclusively deemed a liability of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations the right to assume the defense of the Indemnified Party against the third party claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (a) the Indemnifying Party notifies the Indemnified Party in writing within 30 days after the Indemnified Party has given notice of the third party claim that the Indemnifying Party will indemnify the Indemnified Party from the Losses the Indemnified Party may suffer relating to the third party claim, and (b) the third party claim involves only money damages and does not seek an injunction or other equitable relief. So long as the Indemnifying Party is conducting the defense of the third party claim, (a) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the third party claim, (b) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to any such the third party claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), which consent shall not be unreasonably withheld, delayed or conditioned. The and (c) the Indemnifying Party shall will not settle consent to the entry of any such judgment or enter into any settlement with respect to the third party claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). The parties shall use commercially reasonable efforts to minimize Losses from claims by third parties and shall act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties shall also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party shall have assumed the defense, such party shall not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into without the Indemnifying Party's prior written consent, which consent shall not be unreasonably withheld, delayed withheld or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementdelayed.

Procedures for Third Party Claims. (a) In the case of any claim for indemnification arising from a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (each a “Third-Party Claim”), a party seeking indemnification hereunder (each an “the Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of for which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, hereunder (provided that failure to give such notice will not affect such no delay on the part of the Indemnified Party’s rights Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless, and then solely to the extent thatextent, the rights Indemnifying Party is actually prejudiced thereby). Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail and shall indicate the estimated amount of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failureLosses that has been or may be sustained by the Indemnified Party, in each case, to the extent reasonably practicable. The Subject to the limitations set forth in this Section 8.05, the Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of Third-Party Claim (including appointing reputable counsel reasonably acceptable to the Indemnified Party, as the case may be, Party to lead counsel in connection with such defense) at the expense Indemnifying Party’s expense, if within twenty (20) days of the Indemnifying Party’s receipt of a notice of a Third-Party Claim, and with counsel selected by the Indemnifying Party; provided, Party certifies to the Indemnified Party in writing that the such Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against responsible for all Losses resulting from (without a reservation of rights) relating to such Third-Party Claim; and provided further that , whether or not otherwise required hereunder. In any such event, the Indemnified Party shall cooperate in good faith in such defense. With respect to any claim in which the Indemnified Party is a Purchaser Indemnified Party, the Indemnifying Party shall not be entitled to assume or continue (as applicable) control of such defense (unless agreed to in writing by the Indemnified Party), and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party, if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; Claim for indemnification relates to or arises in connection with any criminal or quasi-criminal Action or any Action involving a Governmental Entity, (ii) an adverse determination with respect to the Third-Party Claim giving rise to such claim or demand seeks an injunction or other equitable relief against the for indemnification would reasonably be expected to have a material effect on any Purchaser Indemnified Party’s business relations or future business prospects, (iii) the Third-Party Claim is asserted directly or on behalf of a Person that is or has been a customer, supplier or subcontractor (or any subcontractor of a subcontractor) of any of the Purchaser Indemnified Parties, (iv) the Third-Party Claim seeks an injunction or equitable relief against any of the Purchaser Indemnified Parties, (v) the Indemnified Party shall have reasonably concluded has been advised by counsel that (xA) there is a reasonable likelihood exists of a conflict of interest between the Indemnified Indemnifying Party and the Indemnifying Indemnified Party in the conduct of the defense of such claim or demand or (yB) the Indemnified Party has one or more defenses not available to the Indemnifying Party, in each case, with respect to such Third-Party Claim, (ivvi) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing fails to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contraryClaim vigorously and diligently, (vii) the Indemnified Party shall, at reasonably concludes that the expense assumption of defense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Third-Party Claim by an Indemnifying Party fully informedis reasonably likely to cause an Indemnified Party to lose coverage or have its coverage impaired under the R&W Insurance Policy, in (viii) the Indemnified Party or the R&W Insurer is required to assume the defense of such claim Third-Party Claim pursuant to the R&W Insurance Policy, or demand(ix) the Indemnified Party reasonably believes that the Indemnifying Party lacks the financial resources to satisfy all Losses relating to the Third-Party Claim. The In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, the Indemnified Party shall have the right right, at its own cost and expense, to participate in the defense of any claim or demand Third-Party Claim with counsel employed at its own expenseselected by it, subject to the Indemnifying Party’s right to control the defense thereof; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which provided that the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the be responsible for reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled expenses incurred by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from date the Indemnifying Party containing the terms and condition assumes control of such settlement, the Indemnified Party shall be deemed to have consented to the settlementdefense.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-"Third Party Claim”"), a party seeking indemnification hereunder (each an “Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demandThird Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if unless (i) the Indemnifying such Third Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand Claim seeks an order, injunction or other equitable relief against the Indemnified Party, or (iiiii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand Third Party Claim or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demandThird Party Claim. The Indemnified Party shall have the right to participate in the defense of any claim or demand Third Party Claim with counsel employed at its own expense; provided, however, that, in the case of any claim or demand Third Party Claim described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demandThird Party Claim, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand Third Party Claim which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed withheld or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementdelayed.

Procedures for Third Party Claims. (a) In the case of event that any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above IAT Party or Delta Party (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written noticereceives notice of the assertion of any claim for Damages or of the commencement of any action or proceeding for Damages, following in any case by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement (a “Third Party Claim”) against such Indemnified Party’s receipt of such claim , with respect to which a party to this Agreement is or demand, may be required to the party from which indemnity is sought provide indemnification under this Agreement (each an “Indemnifying Party”) of any claim or demand of which such ), the Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to shall give such written notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent thatIndemnifying Party as promptly as practicable after becoming aware of such Third Party Claim. Subject to Section 24.03(e), the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so upon written notice to the Indemnified Party (the “Defense Notice”) within twenty ten (2010) days after receiving such notice receipt from the Indemnified Party) Party of notice of such claim, specifying the counsel the Indemnifying Party shall appoint to defend and such Third Party Claim (“Defense Counsel”), to direct conduct at its expense the defense against any such claim or demand, Third Party Claim in its name own name, or if necessary, in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrarythat, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate approve the Defense Counsel, and in the defense of any claim or demand with event the Indemnifying Party and the Indemnified Party cannot agree upon such counsel employed at its own expense; within five (5) days after the Defense Notice is provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which then the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demandpropose an alternate Defense Counsel, the reasonable fees and disbursements of such counsel which shall be at subject again to the expense of the Indemnifying Indemnified Party’s approval. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled liable for the reasonable fees and expenses of counsel employed by the Indemnified Party without the prior written consent of the Indemnifying Party, for any period during which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing has not assumed the terms and condition defense of any such settlement, the Indemnified Third Party shall be deemed to have consented to the settlementClaim in accordance with this Section 24.03(a) for which it is ultimately found liable for such indemnification obligation.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-"Third Party Claim”"), a party seeking indemnification hereunder (each an “Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demandThird Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if unless (i) the Indemnifying such Third Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand Claim seeks an order, injunction or other equitable relief against the Indemnified Party, or (iiiii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand Third Party Claim or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demandThird Party Claim. The Indemnified Party shall have the right to participate in the defense of any claim or demand Third Party Claim with counsel employed at its own expense; provided, however, that, in the case of any claim or demand Third Party Claim described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demandThird Party Claim, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand Third Party Claim which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed withheld or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementdelayed.

Procedures for Third Party Claims. In (a) The Indemnified Party seeking indemnification under Section 7.01 or Section 7.02 hereof, as applicable, agrees to give prompt notice (in accordance with Section 9.05 hereof) upon becoming aware of the case of any facts indicating that a claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, may be warranted to the party from which Party against whom indemnity is sought (each an the “Indemnifying Party”) of the assertion of any claim third party claim, or demand the commencement of any suit, action or proceeding in respect of which such Indemnified indemnity may be sought under Section 7.01 or Section 7.02 hereof, as applicable (the “Third Party has knowledge Claims”). Such notice referred to in the preceding sentence shall state the relevant facts and as include reasonable, available support for the basis of the indemnification being sought and the amount of Damages subject to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity such information is sought are prejudiced as a result of such failurereadily available. The Indemnifying failure by any Indemnified Party shall have the right (and if it elects so to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that notify the Indemnifying Party shall be entitled not relieve any Indemnifying Party from any liability which it may have to assume control of such Indemnified Party with respect to any claim made pursuant to this Section 7.03, except to the defense of extent that such action only if failure has an actual prejudicial effect on the defenses or other rights available to the Indemnifying Party acknowledges in writing its indemnity obligations with respect to such claim and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further except that the Indemnifying Party shall not be entitled liable for any liability incurred during the period in which the Indemnified Party failed to assume control give such notice. In the event of the assertion of any claim or the commencement of any suit, action or proceeding in respect of which indemnity would be sought by the Indemnified Party but for the fact that the notice of such defense if (i) claim, suit, action or proceeding was sent to the Indemnifying Party, the Indemnifying Party shall not have notified give prompt notice to the Indemnified Party of its exercise of its right such claim, suit, action or proceeding. The Indemnified Party may take any actions reasonably necessary to defend such Third-Third Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against Claim prior to the time it receives a notice from the Indemnifying Party advising that the Indemnifying Party will be assuming the defense of such, and the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party, Party for any period during which the Indemnifying Party has not assumed the defense thereof (iii) other than during any period in which the Indemnified Party shall have reasonably concluded that (x) there is not yet given a conflict claim notice as provided above), which reasonable fees and expenses of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by reimburse the Indemnified Party without the prior promptly upon written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementrequest therefor.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-"Third Party Claim”"), a party seeking indemnification hereunder (each an “Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demandThird Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if unless (i) the Indemnifying such Third Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand Claim seeks an order, injunction or other equitable relief against the Indemnified Party, or (iiiii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand Third Party Claim or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, Party and keep the Indemnifying Party fully informed, in the defense of such claim or demandThird Party Claim. The Indemnified Party shall have the right to participate in the defense of any claim or demand Third Party Claim with counsel employed at its own expense; provided, however, that, in the case of any claim Third Party Claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demandThird Party Claim, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim Third Party Claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed withheld or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementdelayed.

Procedures for Third Party Claims. In Promptly after the case receipt by --------------------------------- a Purchaser Indemnitee, a Seller Indemnitee, a New Arena Indemnitee or an LDA Indemnitee (any such entity, an "Indemnified Party") of a notice of any claim for indemnification arising from a claim of a third-claim, ----------------- action, suit or proceeding by any third party other than an Infringement Claim that may be subject to Section 13.3 above (a “Third-indemnification hereunder, such Indemnified Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt notice of such claim or demandto the indemnifying party (the "Indemnifying Party"), stating the ------------------ nature and basis of the claim and the amount thereof, to the party from which indemnity is sought (each an “Indemnifying Party”) extent known. Failure of any claim or demand of which such the Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will shall not affect such Indemnified Party’s rights hereunder unlessrelieve the Indemnifying Party from liability on account of this indemnification, and then solely except to the extent that, the rights of that the Indemnifying Parties from whom indemnity Party is sought are prejudiced as a result of such failurethereby. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) 30 days after receiving from receipt of any such notice from of claim to give written notice of dispute of the claim to the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds . If the Indemnified Party harmless from and against all Losses resulting from does not receive written notice of the dispute within such Third-Party Claim; and provided further that 30- day period, the Indemnifying Party shall not be entitled to assume control amount of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel Loss shall be at the expense conclusively deemed a liability of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations the right to assume the defense of the Indemnified Party against the third party claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (a) the Indemnifying Party notifies the Indemnified Party in writing within 30 days after the Indemnified Party has given notice of the third party claim that the Indemnifying Party will indemnify the Indemnified Party from the Losses the Indemnified Party may suffer relating to the third party claim, and (b) the third party claim involves only money damages and does not seek an injunction or other equitable relief. So long as the Indemnifying Party is conducting the defense of the third party claim, (a) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the third party claim, (b) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to any such the third party claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), which consent shall not be unreasonably withheld, delayed or conditioned. The and (c) the Indemnifying Party shall will not settle consent to the entry of any such judgment or enter into any settlement with respect to the third party claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). The parties shall use commercially reasonable efforts to minimize Losses from claims by third parties and shall act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties shall also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party shall have assumed the defense, such party shall not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into without the Indemnifying Party's prior written consent, which consent shall not be unreasonably withheld, delayed withheld or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementdelayed.

Procedures for Third Party Claims. In Promptly after the case assertion by any third party of any claim against any party entitled to be indemnified under this Section 9 (the "Indemnitee") that, in the judgment of such Indemnitee, may result in the incurrence of such Indemnitee of Losses for which such Indemnitee would be entitled to indemnification arising from a claim of a third-pursuant to this Purchase Agreement, such Indemnitee shall deliver to the other party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification or parties who has indemnified such Losses hereunder (each an “Indemnified Party”"Indemnitor") a written notice describing such claim. Such Indemnitor may participate in and, at its option upon acknowledgement of Indemnitee's right to indemnification for such matter, assume the defense of the Indemnitee against such claim, including the employment of counsel, who shall give prompt written noticebe reasonably satisfactory to such Indemnitee. In such case, following any Indemnitee shall have the right to employ separate counsel in any such Indemnified Party’s receipt action or claim and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Indemnitor unless (i) the Indemnitor shall have failed, within a reasonable time after having been notified by the Indemnitee of the existence of such claim or demandas provided in the preceding sentence, to assume the party from which indemnity is sought defense of such claim, (each an “Indemnifying Party”ii) the employment of such counsel has been specifically authorized in writing by the Indemnitor or (iii) the named parties to any such action (including impleaded parties) include both such Indemnitee and the Indemnitor and such Indemnitee shall have been advised in writing by Indemnitor's counsel that there may be conflicting interests between Indemnitee and the Indemnitor in the legal defense thereof. No Indemnitor shall be liable to indemnify any Indemnitee for any compromise or settlement of any such action or claim effected without the consent of the Indemnitor, which shall not be unreasonably withheld, conditioned or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunderdelayed; provided, however, that failure if Indemnitor fails or refuses to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely acknowledge Indemnitee's right to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects with respect to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in to assume and prosecute the name defense of the Indemnified Partyclaim in accordance with this Purchase Agreement, as the case may be, at the expense of the Indemnifying Party, Indemnitee shall be under no obligation to defend such claim and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) settle or compromise such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Partygood faith without Indemnitor's consent, and keep the Indemnifying Party fully informed, in the defense of such claim settlement or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party compromise so effected shall not in fact have employed counsel any way prevent or limit any entitlement of Indemnitee to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementindemnity under this Purchase Agreement.

Procedures for Third Party Claims. In Promptly after the case assertion by any third party of any claim for indemnification arising from a claim of a third-against any party other than an Infringement Claim subject entitled to Section 13.3 above be indemnified under this Article VIII (a “Third-Party Claim”)the "Indemnitee") that, a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt in the judgment of such claim or demandIndemnitee, to may result in the party from which indemnity is sought (each an “Indemnifying Party”) incurrence by such Indemnitee of any claim or demand of Losses for which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall Indemnitee would be entitled to indemnification pursuant to this Agreement, such Indemnitee shall deliver to the other party or parties who has indemnified such Losses hereunder ("Indemnitor") a written notice describing such claim. Such Indemnitor may participate in and, at its option upon acknowledgment of Indemnitee's right to indemnification for such matter, assume control of the defense of the Indemnitee against such action only if claim, including the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from employment of counsel, who shall be reasonably satisfactory to such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of Indemnitee. In such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Partycase, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party Indemnitee shall have the right to employ separate counsel in any such action or claim and to participate in the defense of any claim or demand with counsel employed at its own expense; providedthereof, however, that, in but the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements expenses of such counsel shall not be at the expense of the Indemnifying Party. The Indemnifying Party Indemnitor unless (i) the Indemnitor shall have no indemnification obligations with respect failed, within a reasonable time after having been notified by the Indemnitee of the existence of such claim as provided in the preceding sentence, to assume the defense of the such claim, (ii) the employment of such counsel has been specifically authorized in writing by the Indemnitor or (iii) the named parties to any such claim or demand which action (including impleaded parties) include both such Indemnitee and the Indemnitor and such Indemnitee shall have been advised in writing by such counsel that there may be conflicting interests between Indemnitee and the Indemnitor in the legal defense thereof. No Indemnitor shall be settled by the Indemnified Party liable to indemnify any Indemnitee for any compromise or settlement of any such action or claim effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementIndemnitor.

Procedures for Third Party Claims. In With respect to a Claim, the case of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above indemnified Party (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to promptly notify the party from which indemnity is sought indemnifying Party (each an “Indemnifying Party”) of any claim or demand of Claim with respect in which such the Indemnified Party has knowledge and as to which it may request is seeking indemnification hereunder; under this Section (provided, however, that failure to give such notice will not affect such no delay or deficiency on the part of the Indemnified Party’s rights hereunder unless, and then solely Party in so notifying the Indemnifying Party shall relieved the Indemnifying Party of any liability or obligation under this Agreement except to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Party has suffered actual prejudice directly caused by the delay or other deficiency), and the Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct assume full control over the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; settlement thereof provided, however, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to retain its own counsel and to participate in the defense of any claim or demand thereof, with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of fees and expenses to be paid by the second preceding sentence or as to which Indemnified Party unless the Indemnifying Party does not assume the defense. The Indemnifying Party shall not in fact have employed counsel be liable for the indemnification of any Claim settled (or resolved by consent to assume the defense entry of such claim or demand, judgment) without the reasonable fees and disbursements of such counsel shall be at the expense written consent of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without obtain the prior written consent of the Indemnifying Party, (which consent shall not be unreasonably withheld, delayed withheld or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent delayed) of the Indemnified Party before entering into any settlement of (which or resolving by consent shall not be unreasonably withheldto the entry of judgment upon) such Claim unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person by an Indemnified Party, delayed or conditioned if such settlement is accompanied by a document releasing no requirement that the Indemnified Party from all liability with respect to admit negligence, fault or culpability, and no adverse effect on any of the matter claims that may be made by or against the Indemnified Party, and (ii) the sole relief provided is monetary damages that are paid in controversy that is binding, valid full by the Indemnifying Party and enforceable against all applicable Parties). Notwithstanding the foregoing, if such settlement does not require the Indemnified Party fails to object to the settlement within five take (5or refrain from taking) Business Days of receipt of a written notice from any action. The Indemnified Party, and its employees and agents, shall cooperate fully with the Indemnifying Party containing and its legal representatives in the terms and condition investigation of such settlementany Claim. Regardless of who control the defense, each Party hereto shall reasonably cooperate in the Indemnified Party shall defense as may be deemed to have consented to the settlementrequested.

Procedures for Third Party Claims. In the case of any event that an Indemnified Party determines that it has a claim for indemnification Damages against an Indemnifying Party arising from a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “the Indemnified Party”) Party shall give prompt written noticenotify the Indemnifying Party in writing, following such Indemnified Party’s and in reasonable detail, of the Third-Party Claim as promptly as reasonably practicable after receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) of any claim or demand of which by such Indemnified Party has knowledge and as to which it may request indemnification hereunderof notice of the Third-Party Claim; provided, however, provided that failure or delay to give such notice will notification on a timely basis shall not affect such Indemnified Party’s rights the indemnification provided hereunder unless, and then solely except to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are Party shall have been prejudiced as a result of such failure. The Indemnifying Party shall have be entitled to participate in the right (and defense of the Third-Party Claim and, if it elects elects, to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct assume the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and thereof with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled in each case, at its own expense with regard to assume control of the defense of fees, costs, and expenses associated with such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if defense, so long as (i) the Indemnifying Party shall not have notified notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of its exercise of its right to defend such the Third-Party claim within such twenty (20) day period; Claim that the Indemnifying Party will indemnify the Indemnified Party from and against any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-Party Claim, (ii) such claim or demand seeks the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third-Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third-Party Claim involves only money damages and does not seek an injunction or other equitable relief against the Indemnified Partyrelief, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates the Third-Party Claim does not relate to or arises arise in connection with any criminal proceeding, action, indictment, allegation or investigation; provided, or (v) however, that with respect to indemnification for the appropriate court rules that benefit of the Parent Indemnified Parties, the right of any Securityholder Indemnifying Party failed to participate in or is failing control the defense of a Third-Party Claim shall not apply after the Deductible Amount and the Indemnification Escrow Funds are exhausted. Should an Indemnifying Party elect to vigorously prosecute or defend such assume the defense of a Third-Party Claim. Notwithstanding anything in this Agreement to , the contrary, Indemnifying Party shall not be liable for legal expenses subsequently incurred by the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate in connection with the Indemnifying Party, and keep defense thereof. If the Indemnifying Party fully informedassumes such defense, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood, however, that the Indemnifying Party shall control such defense; provided, however, that, that if there exists a conflict of interest (including the availability of one or more legal defenses to the Indemnified Party which are not available to the Indemnifying Party) that would make it inappropriate in the case of any claim or demand described in clause (i) or (ii) reasonable judgment of the second preceding sentence or as Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party will be entitled to retain one counsel (plus one local counsel in each jurisdiction for which the Indemnified Party determines counsel is necessary), reasonably acceptable to the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demandParty, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party, provided that the Indemnified Party will contest such Third-Party Claims in good faith. The Subject to the limitations set forth in this ARTICLE X, the Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has elected not to assume the defense thereof. If the Indemnifying Party elects to defend a Third-Party Claim, each Party shall cooperate in the defense or prosecution of such Third-Party Claim. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision by the Indemnified Party to the Indemnifying Party of records and information which are reasonably relevant to such Third-Party Claim, and making personnel available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. No compromise or settlement of any Third- Party Claim may be effected by the Indemnifying Party without the Indemnified Party’s consent, which shall not be unreasonably withheld, conditioned or delayed; provided that no such consent shall be required if (i) there is no finding or admission of any violation of Law by the Indemnified Party and no effect on any other claims that may be made against such Indemnified Party or its Affiliates and (ii) each Indemnified Party that is party to such Third-Party Claim is fully and unconditionally released from liability with respect to such claim. No Indemnified Party shall settle or compromise any Third-Party Claim without the express prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of unless the Indemnified Party waives its rights to indemnification hereunder with respect to such Third-Party Claim; provided that it shall be reasonable for the Indemnifying Party to withhold any such consent if such settlement or compromise affects any claims that are then pending or threatened, or may be made, against such Indemnifying Party. Notwithstanding anything herein to the contrary, Parent and the Surviving Company shall have the right to control the defense, compromise and settlement of the Special Litigation. No compromise or settlement of the Special Litigation (a “Special Litigation Settlement”) shall be binding on the Securityholders for purposes of their indemnification obligations under this Article X without the Sellers’ Representative’s consent, which consent shall not be unreasonably withheld, delayed conditioned or conditioned delayed; provided that if such settlement is accompanied Sellers’ Representative does not so consent (regardless of whether it does so reasonably or unreasonably), then the Damages payable by a document releasing the Indemnified Party from all liability Securityholders pursuant to Section 10.02(a)(vi) with respect to the matter Special Litigation Settlement shall be determined by the mutual agreement of Parent and the Sellers’ Representative after negotiations in controversy that is bindinggood faith or, valid and enforceable against all applicable Parties)failing such agreement, pursuant to arbitration in accordance with Section 11.16. Notwithstanding the foregoing, if the Indemnified Party fails aggregate amount of the cash payments to object be made by Parent or the Surviving Company as part of the Special Litigation Settlement is greater than 200% of the aggregate amount of Indemnity Escrow Funds that will be released to pay the settlement within five (5) Business Days of receipt of a written notice from Special Litigation Settlement pursuant to this Article X, then the Indemnifying Party containing the terms Special Litigation Settlement shall be binding on, and condition of such settlementindemnifiable by, the Indemnified Party Securityholders for all purposes of this Article X even if consent of the Sellers’ Representative is not obtained. For the avoidance of doubt, none of the Securityholders or the Sellers’ Representative shall be deemed have any right to have consented to prevent or inhibit Parent or the settlementSurviving Company from defending, compromising or settling the Special Litigation.

Procedures for Third Party Claims. In Promptly after receipt by an Indemnified Party of notice by a third party of a threatened or filed complaint or the case threatened or actual commencement of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject audit, investigation, action or proceeding with respect to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) of any claim or demand of which such Indemnified Party has is covered hereunder, such Indemnified Party shall provide written notification to Buyer, on the one hand, or Seller Parties, on the other hand, whoever is the appropriate indemnifying Party hereunder (the "Indemnifying Party"), but in any event within five (5) days after the Indemnified Party's knowledge and as to which it may request indemnification hereunderof threatening or filing of such complaint or knowledge of the threatened or actual commencement of such audits, investigation, action or proceeding; provided, however, that the failure to give so notify the Indemnifying Party shall relieve the Indemnifying Party from liability under this Agreement with respect to such notice will not affect such Indemnified Party’s rights hereunder unlessclaim only if, and then solely only to the extent that, the rights of such failure to notify the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of Party results in material prejudice to the Indemnifying Party with respect to such failureclaim. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so upon written notice delivered to the Indemnified Party within twenty thirty (2030) days after receiving thereafter, to assume the defense of such notice from complaint, audit, investigation, action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the reasonable fees and disbursements of such counsel. If the Indemnifying Party declines or fails to assume and continue to diligently prosecute the defense of the audit, investigation, action or proceeding (with respect to which the Indemnified Party is covered hereunder) on the terms provided above within such thirty (30) day period, however, the Indemnified Party may employ counsel to represent or defend it in any such audit, investigation, action or proceeding and, the Indemnifying Party will pay the reasonable fees and disbursements of such counsel as incurred; provided, however, that the Indemnifying Party will not be required to pay the fees and disbursements of more than one (1) counsel for all Indemnified Parties in any jurisdiction in any single audit, investigation, action or proceeding. In any audit, investigation, action or proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party) , whichever is not assuming the defense of such action, shall have the right to defend participate in such matter and to direct the defense against any retain its own counsel at such claim Party's own expense. The Indemnifying Party or demand, in its name or in the name of the Indemnified Party, as the case may be, shall at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that all times use Commercially Reasonable Efforts to keep the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) as the Indemnified Party shall have reasonably concluded that (x) there is a conflict case may be, apprised of interest between the Indemnified Party and the Indemnifying Party in the conduct status of any matter the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available which they are maintaining and to the Indemnifying Party, (iv) such claim relates cooperate in good faith with each other with respect to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim such matter. No Indemnified Party may settle or demand with counsel employed at its own expense; provided, however, that, in the case of compromise any claim or demand described in clause (i) or (ii) consent to the entry of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations any judgment with respect to any such claim or demand which shall be settled by the Indemnified Party indemnification is being sought hereunder without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlement.

Procedures for Third Party Claims. In Promptly after the case receipt by a Purchaser Indemnitee or a Seller Indemnitee (either, an "Indemnified Party") of a notice of any claim for indemnification arising from a claim of a third-claim, action, suit or proceeding by any third party other than an Infringement Claim that may be subject to Section 13.3 above (a “Third-indemnification hereunder, such Indemnified Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt notice of such claim or demandto the indemnifying party (the "Indemnifying Party"), stating the nature and basis of the claim and the amount thereof, to the party from which indemnity is sought (each an “Indemnifying Party”) extent known. Failure of any claim or demand of which such the Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will shall not affect such Indemnified Party’s rights hereunder unlessrelieve the Indemnifying Party from liability on account of this indemnification, and then solely except to the extent that, the rights of that the Indemnifying Parties from whom indemnity Party is sought are prejudiced as a result of such failurethereby. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) 30 days after receiving from receipt of any such notice from of claim to give written notice of dispute of the claim to the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds . If the Indemnified Party harmless from and against all Losses resulting from does not receive written notice of the dispute within such Third-Party Claim; and provided further that 30- day period, the Indemnifying Party shall not be entitled to assume control amount of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel Loss shall be at the expense conclusively deemed a liability of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations the right to assume the defense of the Indemnified Party against the third party claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (a) the Indemnifying Party notifies the Indemnified Party in writing within 30 days after the Indemnified Party has given notice of the third party claim that the Indemnifying Party will indemnify the Indemnified Party from the Losses the Indemnified Party may suffer relating to the third party claim, and (b) the third party claim involves only money damages and does not seek an injunction or other equitable relief. So long as the Indemnifying Party is conducting the defense of the third party claim, (a) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the third party claim, (b) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to any such the third party claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying PartyParty (not to be withheld unreasonably), which consent shall not be unreasonably withheld, delayed or conditioned. The and (c) the Indemnifying Party shall will not settle consent to the entry of any such judgment or enter into any settlement with respect to the third party claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). The parties shall use commercially reasonable efforts to minimize Losses from claims by third parties and shall act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties shall also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party shall have assumed the defense, such party shall not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into without the Indemnifying Party's prior written consent, which consent shall not be unreasonably withheld, delayed withheld or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementdelayed.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-"Third Party Claim”"), a party seeking indemnification hereunder (each an “Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demandThird Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if unless (i) the Indemnifying such Third Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand Claim seeks an order, injunction or other equitable relief against the Indemnified PartyParty and it is reasonably necessary for the Indemnified Party to utilize its own counsel either due to time demands or the mature of the relief sought, or (iiiii) the Indemnified Party shall have reasonably concluded that (x) there is a an actual conflict of interest between arising from the counsel chosen by the Indemnified Party and representing the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Third Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demandThird Party Claim. The Indemnified Party shall have the right to participate in the defense of any claim or demand Third Party Claim with counsel employed at its own expense; provided, however, that, in the case of any claim or demand Third Party Claim described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demandThird Party Claim, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand Third Party Claim which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed withheld or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementdelayed.

Procedures for Third Party Claims. (a) In the case of event that subsequent to the Closing any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above Purchaser Indemnified Party or Seller Indemnified Party (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following receives notice of the assertion of any Claim or of the commencement of any action or proceeding (other than a Tax Claim) by any Person who is not a party to this Agreement or an Affiliate of a Party to this Agreement (including to any Governmental Entity) (a “Third Party Claim”) against such Indemnified Party’s receipt of such claim , with respect to which a Party to this Agreement is or demand, may be required to the party from which indemnity is sought provide indemnification under this Agreement (each an “Indemnifying Party”) of any claim or demand of which such ), the Indemnified Party has knowledge shall give written notice specifying the nature of such Claim in reasonable detail and the amount or estimated amount thereof if known (which amount or estimated amount shall not be conclusive of the final amount, if any, of such Claim) (a “Claim Notice”) to the Indemnifying Party as to which it may request indemnification hereunderpromptly as practicable, and in no event later than ten (10) days, after learning of such Claim; provided, however, that the failure of a Party to give such provide timely notice will hereunder shall not affect such Indemnified Party’s rights hereunder unless, and then solely preclude its Claim for indemnification under this Agreement except to the extent thatthe Indemnifying Party is prejudiced by such failure to provide timely notice. Subject to Section 11.4(e), the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so upon written notice to the Indemnified Party (the “Defense Notice”) within twenty ten (2010) days after receiving such notice receipt from the Indemnified Party) Party of notice of such Claim, which notice by the Indemnifying Party shall specify the counsel it will appoint to defend and such Claim (“Defense Counsel”), to direct conduct at its expense the defense against any such claim or demand, Claim in its name own name, or if necessary, in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in approve the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying PartyDefense Counsel, which consent approval shall not be unreasonably withheld, delayed conditioned or conditioned. The delayed, and in the event the Indemnifying Party shall not settle any such claim without the prior written consent of and the Indemnified Party (which consent shall cannot be unreasonably withheld, delayed or conditioned if agree upon such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement counsel within five (5) Business Days of receipt of a written notice from after the Defense Notice is provided, then the Indemnifying Party containing shall propose an alternate Defense Counsel, which shall be subject again to the terms Indemnified Party’s approval as provided in this Section 11.4(a). Provided that the Indemnifying Party has received a Claim Notice with respect to such Third Party Claim, the Indemnifying Party shall be liable for the reasonable fees and condition expenses of such settlement, counsel employed by the Indemnified Party shall be deemed to have consented to for any period during which the settlementIndemnifying Party has not assumed the defense of any Third Party Claim in accordance with this Section 11.4(a).

Procedures for Third Party Claims. In Promptly after receipt by an Indemnified Party of notice by a third party of a threatened or filed complaint or the case threatened or actual commencement of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject audit, investigation, action or proceeding with respect to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) of any claim or demand of which such Indemnified Party has may be entitled to receive payment from the other Party for any Loss, such Indemnified Party shall provide a Claim Notice to BUYER, on the one hand, or SELLER, on the other hand, whoever is the appropriate indemnifying Party hereunder (the "Indemnifying Party"), within ten (10) days after the Indemnified Party's knowledge and as to which it may request indemnification hereunderof threatening or filing of such complaint or knowledge of the threatened or actual commencement of such audit, investigation, action or proceeding; provided, however, that the failure to give provide a Claim Notice to the Indemnifying Party shall relieve the Indemnifying Party from liability under this Agreement with respect to such notice will not affect such Indemnified Party’s rights hereunder unlessclaim only if, and then solely only to the extent that, the rights of such failure to provide a Claim Notice to the Indemnifying Parties from whom indemnity is sought are prejudiced as a result Party results in (i) the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such failureclaim or (ii) material prejudice to the Indemnifying Party with respect to such claim. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so upon written notice delivered to the Indemnified Party within twenty thirty (2030) days after receiving thereafter, to assume the defense of such notice complaint, audit, investigation, action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the reasonable fees and disbursements of such counsel. If the Indemnifying Party declines or fails to assume the defense of the audit, investigation, action or proceeding on the terms provided above within such thirty (30) day period, the Indemnified Party may employ counsel to represent or defend it in any such audit, investigation, action or proceeding and, if the Indemnifying Party agrees that such audit, investigation, action or proceeding is a matter with respect to which the Indemnified Party is entitled to receive payment from the Indemnifying Party for the Loss in question, the Indemnifying Party will pay the reasonable fees and disbursements of such counsel as incurred; provided, however, that the Indemnifying Party will not be required to pay the fees and disbursements of more than one (1) counsel for all Indemnified Parties in any jurisdiction in any single audit, investigation, action or proceeding. In any audit, investigation, action or proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party) , whichever is not assuming the defense of such action, shall have the right to defend participate in such matter and to direct the defense against any retain its own counsel at such claim Party's own expense. The Indemnifying Party or demand, in its name or in the name of the Indemnified Party, as the case may be, shall at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that all times use Commercially Reasonable Efforts to keep the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) as the Indemnified Party shall have case may be, reasonably concluded that (x) there is a conflict apprised of interest between the Indemnified Party and the Indemnifying Party in the conduct status of any matter the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available which they are maintaining and to the Indemnifying Party, (iv) such claim relates cooperate in good faith with each other with respect to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim such matter. No Indemnified Party may settle or demand with counsel employed at its own expense; provided, however, that, in the case of compromise any claim or demand described in clause (i) or (ii) consent to the entry of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations any judgment with respect to any such claim or demand which shall be settled by the Indemnified Party indemnification is being sought hereunder without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlement.

Procedures for Third Party Claims. In (a) If any Indemnitee receives written notice of the case of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) assertion of any claim or demand of which the commencement of any action or proceeding by any entity who is not a party to this Agreement (a "Third Party Claim") against or affecting such Indemnified Indemnitee, and if such assertion were presumed to be true (regardless of the actual outcome) then a party could be obligated to provide indemnification under this Agreement as a result of or in connection with such claim, action or proceeding, such Indemnitee shall give such Indemnifying Party has knowledge and as to which it may request indemnification hereunderreasonably prompt written notice thereof, but in any event no later than 30 calendar days after receipt of such written notice of such Third Party Claim; provided, however, that failure to give such notice will as provided in this paragraph (a) shall not affect such Indemnified Party’s rights hereunder unless, and then solely relieve the Indemnifying Party of its indemnification obligations under this Article XI except to the extent that, that such Indemnifying Party is actually prejudiced by such failure. Said written notice to the rights Indemnifying Party shall set forth the basis of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result Third Party Claim in reasonable detail and include copies of all pertinent correspondence relating to such failureThird Party Claim. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume and control of the defense of any Third Party Claim at such action only if Indemnifying Party's sole expense and by such Indemnifying Party's own counsel, by giving written notice to the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds Indemnitee (the Indemnified Party harmless from and against all Losses resulting from such Third"Notice to Defend") no later than thirty (30) calendar days after receipt of the above-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control described notice of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Third Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party Indemnitee also shall have the right to participate in the defense of any claim or demand with Third Party Claim assisted by counsel employed at of its own expense; providedchoosing, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable but all fees and disbursements expenses of such counsel shall be at paid by the expense of the Indemnifying PartyIndemnitee. The Indemnifying Party and the Indemnitee shall have no indemnification obligations cooperate with each other in good faith in such defense and make available all employees and books and records in its control as reasonably deemed necessary with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall defense (but not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy extent that is binding, valid and enforceable against all applicable Partieswould require waiver of any privilege). Notwithstanding If the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice Indemnitee does not receive from the Indemnifying Party containing a Notice to Defend with respect to a Third Party Claim or a written notice of objection to the terms and condition of such settlementclaim for indemnification specifying in reasonable detail the basis for the objection within the 30 day period described above, the Indemnified Indemnitee may, at its option, elect to solely defend the Third Party Claim assisted by counsel of its own choosing, and the Indemnifying Party shall be deemed liable for all reasonable costs and expenses, and all settlement amounts (subject to have consented and in accordance with paragraph (c) below of this Section 11.3) or other liabilities, losses, damages and injuries paid or incurred in connection therewith to the settlementextent such claim is or would have been indemnifiable under this Agreement if such claim is or had been proved. In such event, the Indemnifying Party shall also have the right to participate in the defense of any Third Party Claim assisted by counsel of its choosing at its own expense.

Procedures for Third Party Claims. In the case of any event that an Indemnified Party determines that it has a claim for indemnification Losses against an Indemnifying Party arising from a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “the Indemnified Party”) Party shall give prompt written noticenotify the Indemnifying Party in writing, following such Indemnified Party’s and in reasonable detail, of the Third-Party Claim as promptly as reasonably practicable after receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) of any claim or demand of which by such Indemnified Party has knowledge and as to which it may request indemnification hereunderof notice of the Third-Party Claim; provided, however, provided that failure to give such notice will notification on a timely basis shall not affect such Indemnified Party’s rights the indemnification provided hereunder unless, and then solely except (x) to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are Party shall have been prejudiced as a result of such failurefailure and (y) no indemnification shall be available under this Article 9 with respect to a claim made after the applicable Expiration Date. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party from time to time, promptly, upon becoming aware of any facts or circumstances that would reasonably be expected to give rise to, or be in furtherance of, a claim for indemnification hereunder, written notice thereof to the Indemnifying Party, specifying the amount of such claim and the nature and basis of such claim, and provide copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Party Claim. The Indemnifying Party shall have be entitled to participate in the right (and defense of the Third-Party Claim and, if it elects and acknowledges in writing to exercise satisfy its indemnification obligations hereunder with respect to such rightclaim, shall do so within twenty (20) days after receiving such notice from subject to the Indemnified Party) limitations in this Article 9, to defend and to direct assume the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and thereof with counsel selected by the Indemnifying Party; provided, that the . Should an Indemnifying Party shall be entitled elect to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such a Third-Party Claim; and provided further that , the Indemnifying Party shall not be entitled to assume control of such liable for legal expenses subsequently incurred by the Indemnified Party in connection with the defense if (i) thereof. If the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend assumes such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrarydefense, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed thereof and to employ counsel, at its own expense; provided, separate from the counsel employed by the Indemnifying Party, it being understood, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which that the Indemnifying Party shall not control such defense. If the Indemnifying Party elects to defend a Third-Party Claim, each party shall cooperate in fact have employed counsel to assume the defense or prosecution of such claim or demand, Third-Party Claim. Such cooperation shall include the reasonable fees retention and disbursements of such counsel shall be at the expense of (upon the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled ’s request) the provision by the Indemnified Party to the Indemnifying Party of records and information which are reasonably relevant to such Third-Party Claim, and making personnel available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. No compromise or settlement of any Third-Party Claim may be effected by the Indemnifying Party without the Indemnified Party’s consent, which shall not be unreasonably withheld, conditioned or delayed; provided that no such consent shall be required if (i) there is no finding or admission of any violation of Law by the Indemnified Party and no effect on any other claims that may be made against such Indemnified Party or its Affiliates and (ii) each Indemnified Party that is party to such Third-Party Claim is NAI-1502700397v12 fully and unconditionally released from liability with respect to such claim. No Indemnified Party shall settle or compromise any Third Party Claim without the express prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlement.

Procedures for Third Party Claims. (a) In the case of event any claim or demand for indemnification arising from which any Seller Indemnified Party or Purchaser Indemnified Party (the “Indemnified Party”) may have Liability is or may be asserted against, or sought to be collected from, any Indemnified Party by a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following and for which such Indemnified Party’s receipt of Party may seek indemnity under this ARTICLE IX such claim or demand, Indemnified Party shall promptly deliver a Claim Notice in accordance with Section 9.6 to the party from which indemnity is sought Party responsible for indemnification (each an such responsible Party, the “Indemnifying Party”) of any claim describing such Third-Party Claim; provided, however, when the Indemnifying Party is a Seller or demand of which Member, such Claim Notice only need be given to the Agent. A failure by the Indemnified Party to give a Claim Notice and to tender the conduct or defense of the action or suit in a timely manner pursuant to this Section 9.5(a) shall not limit the obligation of the Indemnifying Party under this ARTICLE IX, except (i) to the extent such Indemnifying Party is actually and materially prejudiced by failure to give such Claim Notice, or (ii) to the extent the Claim Notice has knowledge and not been given pursuant to this Section 9.5(a) prior to the expiration or termination of the applicable survival period provided in Section 9.3 (in which case the Indemnifying Party shall have no obligation to indemnify the Indemnified Party hereunder). Subject to the other provisions of this Section 9.5, the Indemnifying Party shall have thirty (30) calendar days (or such lesser number of days as set forth in the Claim Notice as may be required by court Proceeding in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to which notify the Indemnified Party that it may request indemnification hereunderdesires to defend the Indemnified Party against such Third-Party Claim; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action may only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of Third-Party Claim if the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect agrees in a writing acceptable to any such claim or demand which shall be settled by the Indemnified Party without that it accepts full and unconditional liability for the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementindemnification thereof under this Agreement.

Procedures for Third Party Claims. In the case of any event that an Indemnified Party determines that it has a claim for indemnification Damages against an Indemnifying Party arising from a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “the Indemnified Party”) Party shall give prompt written noticenotify the Indemnifying Party in writing, following such Indemnified Party’s and in reasonable detail, of the Third-Party Claim as promptly as reasonably practicable after receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) of any claim or demand of which by such Indemnified Party has knowledge and as to which it may request indemnification hereunderof notice of the Third-Party Claim; provided, however, that failure to give such notice will notification on a timely basis shall not affect such Indemnified Party’s rights the indemnification provided hereunder unless, and then solely except to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are Party shall have been materially prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party from time to time, promptly, but in any event within five (5) days of becoming aware of any facts or circumstances that would reasonably be expected to give rise to, or be in furtherance of, a claim for indemnification hereunder, written notice thereof to the Indemnifying Party, specifying the amount of such claim, the nature and basis of such claim and all relevant facts and circumstances relating thereto, including copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third-Party Claim. The Indemnifying Party shall have be entitled to participate in the right (and defense of the Third-Party Claim and, if it elects elects, to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct assume the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and thereof with counsel selected by the Indemnifying Party; provided, that the . Should an Indemnifying Party shall be entitled elect to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such a Third-Party Claim; and provided further that , the Indemnifying Party shall not be entitled to assume control of such liable for legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense if (i) thereof. If the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend assumes such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrarydefense, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed thereof and to employ counsel, at its own expense; provided, separate from the counsel employed by the Indemnifying Party, it being understood, however, thatthat the Indemnifying Party shall control such defense. Notwithstanding the foregoing, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not be entitled to assume or maintain control of the defense of any Third-Party Claim if (i) the Third-Party Claim relates to or arises in fact have connection with any criminal Action or allegations, (ii) the Third-Party Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates, (iii) the Indemnifying Party has failed or is failing to prosecute or defend the Third-Party Claim vigorously; (iv) the estimated potential Damages (as reasonably determined by the Indemnified Party) would exceed the applicable Indemnity Cap(s) or (v) such claim involves a Governmental Authority or any customer of Voyage Holdings or its Subsidiaries set forth on Schedule 3.22. Subject to the limitations set forth in this Article XI, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed counsel by the Indemnified Party for any period during which the Indemnifying Party has elected not to assume the defense thereof. If the Indemnifying Party elects to defend a Third-Party Claim, each Party shall reasonably cooperate in the defense or prosecution of such claim or demand, Third-Party Claim. Such cooperation shall include the reasonable fees retention and disbursements of such counsel shall be at the expense of (upon the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled ’s request) the provision by the Indemnified Party to the Indemnifying Party of records and information which are reasonably relevant to such Third-Party Claim, and making personnel available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. No compromise or settlement of any Third-Party Claim may be effected by the Indemnifying Party without the Indemnified Party’s consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided that no such consent shall be required if (a) there is no finding or admission of any violation of Law by the Indemnified Party or of fault, culpability or failure to act by or on behalf of the Indemnified Party and no effect on any other claims that may be made against such Indemnified Party or its Affiliates, (b) the sole relief is monetary damages that are paid in full by the Indemnifying Party and (c) each Indemnified Party that is party to such Third-Party Claim is fully and unconditionally released from Liability with respect to such claim. No Indemnified Party shall settle or compromise any Third-Party Claim without the express prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The ; provided that it shall be reasonable for the Indemnifying Party shall not settle to withhold any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing or compromise creates any Liability or obligation on the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days part of receipt of a written notice from the such Indemnifying Party containing the terms and condition of or otherwise affects any claims that are then pending or threatened, or may be made, against such settlement, the Indemnified Party shall be deemed to have consented to the settlementIndemnifying Party.

Procedures for Third Party Claims. In If the case of any claim for indemnification arising from relates to a claim or demand made by any Person who is not a party to this Agreement or any Affiliate of a third-party other than an Infringement Claim subject to Section 13.3 above this Agreement or a representative of the foregoing (a “Third-Party Claim”), the Indemnifying Party may elect (by written notice to Buyer (in the case of a party seeking indemnification hereunder claim under Section 7) or Seller (each an “Indemnified Party”in the case of a claim under Section 8)) shall give prompt written notice, following such Indemnified Party’s receipt to control the defense of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may beclaim, at the expense of the Indemnifying Party, ’s expense and with counsel selected by the Indemnifying Party (and reasonably satisfactory to the Indemnified Party); provided that the Indemnifying Party shall first confirm in writing to the Indemnified Party that the Indemnifying Party will be fully responsible for all liabilities and obligations related to such Third-Party Claim and will provide full indemnification to the Indemnified Party with respect to such Third-Party Claim, subject to the limitations set forth in Section 7, Section 8 and this Section 9; provided, further, that the Indemnifying Party shall be is not entitled to assume control such defense if (1) the claim relates to any criminal matter, (2) the claim seeks any form of the defense of such action only if remedy other than monetary damages, (3) the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from fails to reasonably prosecute or defend such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if , or (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii4) the Indemnified Party shall have reasonably concluded concludes that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of have conflicting interests with respect to such claim Third-Party Claim or demand or (y) that the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that . If the Indemnifying Party failed does not (or is failing to vigorously prosecute or defend such not entitled to) control the defense of the Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in undertake the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The If the Indemnifying Party elects to control the defense, (i) the Indemnified Party shall have no indemnification obligations the right, at its own expense, to participate in the defense with respect to any counsel of its choice, (ii) all Parties shall reasonably cooperate in such claim or demand which shall be settled by defense, and (iii) the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent of the Indemnifying Party, which consent shall (not to be unreasonably withheld, delayed conditioned or conditioned. The Indemnifying Party shall not settle any such claim without delayed), provided, that if in the prior written consent reasonable opinion of counsel to the Indemnified Party Party, (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the A) there are legal defenses available to an Indemnified Party that are different from all liability with respect or additional to those available to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlement.30

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “"Third-Party Claim”"), a party seeking indemnification hereunder (each an “Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demandThird-Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided. Notwithstanding anything in this Agreement to the contrary, that the Indemnified Party, at the expense of the Indemnifying Party, shall cooperate with the Indemnifying Party, and keep the Indemnifying Party shall be entitled to assume control of fully informed, in the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying . The Indemnified Party shall not be entitled have the right to assume control participate in the defense of such defense if any Third-Party Claim with counsel employed at its own expense; provided, however, that, in the case (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand Claim seeks an order, injunction or other equitable relief against the Indemnified Party, (iiiii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand Third-Party Claim or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, Party or (viii) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demandclaim, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed conditioned or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementdelayed.

Procedures for Third Party Claims. (a) In the case of any claim Claim for indemnification arising from a claim Claim of a third-third party other than against an Infringement Claim subject to Section 13.3 above Indemnified Party arising under paragraph 8.2(a) or 8.2(b) as the case may be (a “Third"THIRD-Party Claim”PARTY CLAIM"), a party seeking indemnification hereunder (each an “Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim Claim or demand of which such Indemnified Party has knowledge knowledge, and as to which it may request indemnification hereunder, specifying (to the extent known) the amount of such Claim and any relevant facts and circumstances relating thereto; providedPROVIDED, howeverHOWEVER, that any failure to give such prompt notice or to provide any such facts and circumstances will not affect such waive any rights of the Indemnified Party’s rights hereunder unless, and then solely except to the extent that, that the rights of the Indemnifying Parties from whom indemnity is sought Party are actually materially prejudiced as a result of such failurethereby. The Indemnifying Party shall have the right (and and, if it elects to exercise such right, shall to do so by written notice within twenty thirty (2030) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demandThird-Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled and reasonably satisfactory to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if Party, unless (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right taken any action to defend such Third-Party claim Claim within such twenty thirty (2030) day period; , or (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrarycontrary (other than the last sentence of this Section 8.4(a)), the Indemnified Party shallParty, at the expense of the Indemnifying PartyParty (which shall include only reasonable out-of-pocket expenses actually incurred), shall cooperate with the Indemnifying Party, Party and keep the Indemnifying Party fully informed, informed in the defense of such claim or demandThird-Party Claim. The Indemnified Party shall have the right to participate in the defense of any claim or demand Third-Party Claim with counsel employed at its own expense; providedPROVIDED, howeverHOWEVER, that, that in the case of any claim or demand Third-Party Claim (A) described in clause (iii) above, or (iiB) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have 72 employed counsel to assume the defense of such claim Third-Party Claim within such thirty-day (30-day) period, or demand(C) that involves assertion of criminal liability on the Indemnified Party, or (D) seeks to force the Indemnified Party to take (or prevent the Indemnified Party from taking) any action, then in each such case the Indemnified Party shall have the right, but not the obligation, to conduct and control the defense thereof for the account of, and at the risk of, the Indemnifying Party, and the reasonable fees and disbursements of such Indemnified Party's counsel shall be at the expense of the Indemnifying Party. The Except as provided in the last sentence of Section 8.4(b), the Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand Third-Party Claim which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlement.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-"Third Party Claim”"), a party seeking indemnification hereunder (each an “Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demandThird Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if unless (i) the Indemnifying such Third Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand Claim seeks an order, injunction or other equitable relief against the Indemnified Party, or (iiiii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand Third Party Claim or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demandThird Party Claim. The Indemnified Party shall have the right to participate in the defense of any claim or demand Third Party Claim with counsel employed at its own expense; provided, however, that, in the case of any claim Third Party Claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demandThird Party Claim, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim Third Party Claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed withheld or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementdelayed.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-party other than third party, an Infringement Claim subject to Section 13.3 above (a “Third-Indemnified Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights furnished hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties parties from whom indemnity is sought are materially prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, Party provided that the Indemnifying Party shall be entitled have provided the Indemnified Party with the prior written assumption, in form and substance reasonably acceptable to assume control of the defense of such action only if Indemnified Party, by the Indemnifying Party acknowledges of any and all liability with respect to the matter in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if controversy, unless (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (iia) such claim or demand seeks an order, injunction or other equitable relief against the Indemnified Party, or (iiib) the Indemnified Party shall have reasonably concluded that (xi) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (yii) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (ia) or (iib) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheldParty, delayed or conditioned if unless such claim solely involves a claim for monetary Damages and such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementcontroversy.

Procedures for Third Party Claims. In the case of any event that an Indemnified Party determines that it has a claim for indemnification Damages against an Indemnifying Party arising from a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder the Indemnified Party shall notify the Indemnifying Party in writing, and in reasonable detail (each an “Indemnified Party”) shall give prompt written noticeincluding, following to the extent reasonably ascertainable, the amount of such Indemnified Party’s receipt claim, the nature and basis of such claim or demandand the relevant facts and circumstances relating thereto), to of the party from which indemnity is sought (each an “Indemnifying Party”) of any claim or demand of which Third-Party Claim as promptly as reasonably practicable after receipt by such Indemnified Party has knowledge and as to which it may request indemnification hereunderof notice of the Third-Party Claim; provided, however, provided that failure to give such notice will or delay in notifying the Indemnifying Party shall not affect such Indemnified Party’s rights hereunder unlessrelieve the Indemnifying Party of its indemnification obligations, except and then solely only to the extent that, the rights of that the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of Party demonstrates that such failurefailure has adversely affected the Indemnifying Party with respect to such claim. The Indemnifying Party shall have the right (and if it elects be entitled to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct participate in the defense against any such claim or demand, in its name or in the name of the Indemnified PartyThird-Party Claim and, as subject to the case may belimitations set forth in this Section 10.06, at to assume the expense of the Indemnifying Party, and defense thereof with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing each case at its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if expense, so long as (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks Claim involves only money damages and does not seek an injunction or other equitable relief against the Indemnified Partyrelief, and (iiiii) the Indemnified Third-Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses Claim for indemnification does not available to the Indemnifying Party, (iv) such claim relates relate to or arises arise in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that . If the Indemnifying Party failed or is failing shall assume the control of the defense of any Third-Party Claim in accordance with the provisions of this Section 10.06, the Indemnified Party shall be entitled to vigorously prosecute or defend participate in the defense of such Third-Party ClaimClaim and to employ separate counsel of its choice for such purpose. Notwithstanding anything in this Agreement The fees and expenses of such separate counsel shall be paid by the Indemnified Party; provided, however, that, if there exists a conflict of interest (including the availability of one or more legal defenses to the contrary, the Indemnified Party shallwhich are not available to the Indemnifying Party) that would make it inappropriate in the reasonable judgment of the Indemnified Party (upon and in conformity with advice of counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party will be entitled to retain one counsel (plus one local counsel in each jurisdiction for which the Indemnified Party determines counsel is necessary), reasonably acceptable to the Indemnifying Party, at the expense of the Indemnifying Party, cooperate with provided that the Indemnifying PartyIndemnified Party and such counsel will contest such Third-Party Claims in good faith. Subject to the limitations set forth in this ARTICLE X, and keep the Indemnifying Party fully informedshall also be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has elected not to assume the defense thereof. Each Party shall cooperate, and shall cause their respective Affiliates to cooperate, in the defense or prosecution of such claim or demandThird-Party Claim. The Indemnified Party Such cooperation shall have include the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause retention and (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of upon the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled ’s request) the provision by the Indemnified Party to the Indemnifying Party of records and information which are reasonably relevant to such Third-Party Claim, and making personnel available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. No compromise or settlement of any Third-Party Claim may be effected by the Indemnifying Party without the Indemnified Party’s consent, which shall not be unreasonably withheld, conditioned or delayed; provided that no such consent shall be required if (i) there is no finding or admission of any violation of Law by the Indemnified Party and no effect on any other claims that may be made against such Indemnified Party or its Affiliates, (ii) each Indemnified Party that is party to such Third-Party Claim is fully and unconditionally released from liability with respect to such claim and (iii) no damages other than monetary damages are paid with regard to such Third-Party Claim. No Indemnified Party shall settle or compromise any Third-Party Claim without the express prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed conditioned or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of delayed, unless the Indemnified Party (which waives its rights to indemnification hereunder with respect to such Third-Party Claim; provided that it shall be reasonable for the Indemnifying Party to withhold any such consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing or compromise creates any liability or obligation on the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days part of receipt of a written notice from the such Indemnifying Party containing or otherwise affects any claims that are then pending or threatened, or may be made, against such Indemnifying Party. Where the terms and condition provisions of such settlementthis Section 10.06 conflict with the provisions of Section 7.08(i) (Tax Proceedings), the Indemnified Party provisions of Section 7.08(i) (Tax Proceedings) shall be deemed to have consented to the settlementcontrol.

Procedures for Third Party Claims. In (a) Promptly after the case receipt by any Indemnified Party of a notice of any claim for indemnification arising from a claim of a third-claim, action, suit or proceeding by any third party other than an Infringement Claim that may be subject to indemnification hereunder, including for purposes of this Section 13.3 above 9.3 any Tax Claim (a “Third-as defined below) with respect to which notice must be provided within 10 calendar days following receipt thereof, such Indemnified Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt notice of such claim or demandto the indemnifying party hereunder (the "Indemnifying Party"), stating the nature and basis of the claim and the amount thereof, to the party from which indemnity is sought (each an “Indemnifying Party”) extent known, along with copies of any the relevant documents evidencing the claim or demand and the basis for indemnification sought. Failure of which such the Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will shall not affect such Indemnified Party’s rights hereunder unlessrelieve the Indemnifying Party from liability on account of this indemnification, except if and then solely to the extent that, the rights of that the Indemnifying Parties from whom indemnity Party is sought are actually prejudiced as a result of such failurethereby. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct assume the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as Party against the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only third party claim if the Indemnifying Party acknowledges in writing its indemnity obligations obligation to indemnify the Indemnified Party. So long as the Indemnifying Party has assumed the defense of the third party claim in accordance herewith and assumes and holds notified the Indemnified Party harmless from in writing thereof, (i) the Indemnified Party may retain separate co-counsel at its sole cost and against all Losses resulting from such Third-Party Claim; expense and provided further that participate in the defense of the third party claim, it being understood the Indemnifying Party shall not be entitled pay all costs and expenses of counsel for the Indemnified Party for all periods prior to assume control of such defense if (i) time as the Indemnifying Party shall not have has notified the Indemnified Party that it has assumed the defense of its exercise such third party claim and all costs and expenses of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against separate counsel for the Indemnified Party if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of the General Counsel of the Indemnified Party for the same counsel to represent both the 131 123 Indemnified Party and the Indemnifying Party, (iiiii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim not file any papers or demand or (y) the Indemnified Party has one or more defenses not available consent to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense entry of any claim judgment or demand with counsel employed at its own expense; provided, however, that, in the case of enter into any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations settlement with respect to any such the third party claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall Party (not to be unreasonably withheld, delayed withheld or conditioned. The delayed) and (iii) the Indemnifying Party shall will not settle consent to the entry of any such judgment or enter into any settlement with respect to the third party claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld or delayed). The parties shall use commercially reasonable efforts to minimize Losses from claims by third parties and shall act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties shall also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party shall have assumed the defense, such party shall not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into without the Indemnifying Party's prior written consent, which consent shall not be unreasonably withheld, delayed withheld or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementdelayed.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-"Third Party Claim”"), a party seeking indemnification hereunder (each an “Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall to do so within twenty (20) 30 days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demandThird Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if unless (ia) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right taken any action to defend such Third-Third Party claim Claim within such twenty (20) 30-day period; , or (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iiib) the Indemnified Party shall have reasonably re asonably concluded that (xi) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand Third Party Claim or (yii) the Indemnified Party has one or more material defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrarycontrary (other than the last sentence of this Section 9.3), the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demandThird Party Claim. The Indemnified Party shall have the right to participate in the defense of any claim or demand Third Party Claim with counsel employed at its own expense; provided, however, that, in the case of any claim or demand Third Party Claim described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demandThird Party Claim within such 30-day period, the reasonable r easonable fees and disbursements of such Indemnified Party's counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand Third Party Claim which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent (except as set forth in the immediately following sentence) shall not be unreasonably withheld, delayed withheld or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties)delayed. Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days foregoing provisions of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlementthis Section 9.3, the Indemnified Parent Seller shall have the right to control all claims, proceedings, suits or other actions subject to indemnification by Parent Seller under Section 9.2.1(iv), including the selection of legal counsel, provided that the Parent Purchaser shall have the right to participate in such Third Party Claim with legal counsel at its own expense, shall be deemed kept advised of developments and shall cooperate with the Parent Seller therein; the determination as to have consented whether or not to settle any claims, proceeding s, suits or other actions subject to indemnification by Parent Seller under Section 9.2.1(iv) shall be made by the settlementParent Seller. The provisions above of this Section 9.3 shall not apply to Third Party Claims involving Taxes, which claims shall instead be governed by the provisions of Section 6.12.

Procedures for Third Party Claims. In (a) If any Indemnitee receives written notice of the case of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) assertion of any claim or demand of which the commencement of any action or proceeding by any entity who is not a party to this Agreement (a "Third Party Claim") against or affecting such Indemnified Indemnitee, and if such assertion were presumed to be true (regardless of the actual outcome) then a party could be obligated to provide indemnification under this Agreement as a result of or in connection with such claim, action or proceeding, such Indemnitee will give such Indemnifying Party has knowledge and as to which it may request indemnification hereunderreasonably prompt written notice thereof, but in any event no later than thirty (30) calendar days after receipt of such written notice of such Third Party Claim; provided, however, that failure to give such notice will as provided in this paragraph (a) shall not affect such Indemnified Party’s rights hereunder unless, and then solely relieve the Indemnifying Party of its indemnification obligations under this Article XI except to the extent that, that such Indemnifying Party is actually prejudiced by such failure. Said written notice to the rights Indemnifying Party shall set forth the basis of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result Third Party Claim in reasonable detail and include copies of all pertinent correspondence relating to such failureThird Party Claim. The Indemnifying Party shall will have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume and control of the defense of any Third Party Claim at such action only if Indemnifying Party's sole expense and by such Indemnifying Party's own counsel, by giving written notice to the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds Indemnitee (the Indemnified Party harmless from and against all Losses resulting from such Third"Notice to Defend") no later than thirty (30) calendar days after receipt of the above-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control described notice of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Third Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall Indemnitee also will have the right to participate in the defense of any claim or demand with Third Party Claim assisted by counsel employed at of its own expense; providedchoosing, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable but all fees and disbursements expenses of such counsel shall be at paid by the expense of the Indemnifying PartyIndemnitee. The Indemnifying Party shall have no indemnification obligations and the Indemnitee will cooperate with each other in good faith in such defense and make available all employees and books and records in its control as reasonably deemed necessary with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall defense (but not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy extent that is binding, valid and enforceable against all applicable Partieswould require waiver of any privilege). Notwithstanding If the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice Indemnitee does not receive from the Indemnifying Party containing a Notice to Defend with respect to a Third Party Claim or a written notice of objection to the terms and condition of such settlementclaim for indemnification specifying in reasonable detail the basis for the objection within the 30 day period described above, the Indemnified Indemnitee may, at its option, elect to solely defend the Third Party shall be deemed to have consented to the settlement.Claim assisted by counsel of its own choosing, and the

Procedures for Third Party Claims. In (a) The Indemnified Party seeking indemnification under Section 10.2 agrees to give prompt notice (in accordance with Section 11.2) upon becoming aware of the case of any facts indicating that a claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, may be warranted to the party from which against whom indemnity is sought (each an the “Indemnifying Party”) of the assertion of any claim third party claim, or demand the commencement of any suit, action or proceeding in respect of which such Indemnified indemnity may be sought under Section 10.2 (the “Third Party has knowledge Claims”). Such notice referred to in the preceding sentence shall state the relevant facts and as include reasonable, available support for the basis of the indemnification being sought and the amount of Damages subject to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity such information is sought are prejudiced as a result of such failurereadily available. The Indemnifying failure by any Indemnified Party shall have the right (and if it elects so to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that notify the Indemnifying Party shall be entitled not relieve any Indemnifying Party from any Liability which it may have to assume control of such Indemnified Party with respect to any claim made pursuant to this Section 10.3, except to the defense of extent that such action only if failure has an actual prejudicial effect on the defenses or other rights available to the Indemnifying Party acknowledges in writing its indemnity obligations with respect to such claim and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further except that the Indemnifying Party shall not be entitled liable for any Liability incurred during the period in which the Indemnified Party failed to assume control give such notice. In the event of the assertion of any claim or the commencement of any suit, action or proceeding in respect of which indemnity would be sought by the Indemnified Party but for the fact that the notice of such defense if (i) claim, suit, action or proceeding was sent to the Indemnifying Party, the Indemnifying Party shall not have notified give prompt notice to the Indemnified Party of its exercise of its right such claim, suit, action or proceeding. The Indemnified Party may take any actions reasonably necessary to defend such Third-Third Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against Claim prior to the time it receives a notice from the Indemnifying Party advising that the Indemnifying Party will be assuming the defense of such, and the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party, Party for any period during which the Indemnifying Party has not assumed the defense thereof (iii) other than during any period in which the Indemnified Party shall have reasonably concluded that (x) there is not yet given a conflict claim notice as provided above), which reasonable fees and expenses of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by reimburse the Indemnified Party without the prior promptly upon written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementrequest therefor.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-third party other than an Infringement Claim subject which claim results in a payment to Section 13.3 above such third party (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of for which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; hereunder (provided, however, that failure to give such notice will not affect such no delay on the part of the Indemnified Party’s rights Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless, and then solely to the extent thatextent, the rights of Indemnifying Party is prejudiced thereby). Except as otherwise provided herein, the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demandThird-Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further however, that the Indemnifying Party shall not be entitled to assume the defense or control of such defense a Third-Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (ia) the Indemnifying Party shall does not have notified acknowledge to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of its exercise such claim within thirty (30) days of its right to defend receipt of written notice of such indemnity claim from the Indemnified Party, (b) such Third-Party claim within such twenty (20) day period; (ii) such claim or demand Claim seeks an order, injunction or other equitable relief against the Indemnified Party, (iiic) such Third-Party Claim involves any criminal proceeding, action, indictment, allegation or investigation against the Indemnified Party, or (d) counsel to the Indemnified Party shall have reasonably concluded that (xi) there is a material conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand Third-Party Claim, or (yii) the Indemnified Party has one or more defenses not available to the Indemnifying Party; provided further, (iv) such claim relates that in the event any Third-Party Claim is brought or asserted which, if decided against the Indemnified Party, would not entitle the Indemnified Party to or arises full indemnity pursuant to this Section 5, for any reason, the Indemnified Party may elect to participate in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend a joint defense of such Third-Party ClaimClaim for which the expenses of such joint defense will be shared equitably by such Parties and the retention of counsel shall be reasonably satisfactory to both Parties. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demandThird-Party Claim. The Indemnified Party shall have the right to participate in the defense of any claim or demand Third-Party Claim with counsel employed at its own expense; provided, however, that, in the case of any claim or demand Third-Party Claim described in clause (ia), (b) or (iic) of the second preceding sentence above or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demandThird-Party Claim, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. No compromise or settlement of any Third-Party Claim may be effected by the Indemnifying Party without the Indemnified Party’s consent (which shall not be unreasonably withheld, conditioned or delayed) unless (A) there is no finding or admission of any violation of Law and no effect on any other claims that may be made against such Indemnified Party or its Affiliates, and (B) each Indemnified Party that is party to such Third-Party Claim is fully and unconditionally released from liability with respect to such claim. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand Third-Party Claim which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed conditioned or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementdelayed.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of (Other than Under Section 13.01(a)). If a third-party other than claim is made against a Shareholder Indemnitee or a Buyer Indemnitee, and if such indemnitee believes that such claim could give rise to a right of indemnification, then such Shareholder Indemnitee or Buyer Indemnitee (an Infringement Claim subject "Indemnitee") shall give written notice to Section 13.3 above (a “Third-Party Claim”), a the party seeking obligated to provide indemnification hereunder (each an “Indemnified "Indemnifying Party”") shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demandclaim, to which notice shall provide a reasonable description of the party from which indemnity is sought details of such claim, as soon as reasonably practicable after such Indemnitee has received notice thereof (each an “Indemnifying Party”) of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, provided that failure to give such timely notice will shall not affect such Indemnified Party’s rights limit the indemnification obligations of the Indemnifying Party hereunder unless, and then solely except to the extent thatthat the delay in giving, or failure to give, such notice has actually and materially prejudiced the rights ability of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failureParty to defend against the claim). The Indemnifying Party shall have the right (and if it elects to exercise defend such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may beclaim, at the expense of the Indemnifying Party, 's own expense and with counsel selected by the Indemnifying Party; providedParty and reasonably satisfactory to such Indemnitee, provided that an Indemnitee shall at all times also have the Indemnifying Party shall be entitled right to assume control of fully participate in the defense of such action only if the Indemnifying Party acknowledges in writing at its indemnity obligations own expense (and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of may retain its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, own counsel at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, Party if it shall determine that representation of it and keep the Indemnifying Party fully informed, in by the defense of such claim or demandsame counsel would present a conflict). The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which If the Indemnifying Party shall not in fact have employed counsel fail to affirmatively assume the defense of such claim at least ten (10) business days prior to the date as of which the initial response to such claim is due, or demandif the Indemnifying Party shall not diligently pursue such a defense, such Indemnitee shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle (exercising reasonable business judgment), the claim on behalf, for the account, and at the risk and expense (including without limitation the payment of the reasonable attorneys' fees and disbursements of such counsel shall be at Indemnitee regardless of whether the expense Indemnitee prevails against the third party claim), of the Indemnifying Party. The If the Indemnifying Party shall have no indemnification obligations with respect to any assumes the defense of such claim or demand which shall be settled by claim, the Indemnified Party without the prior written consent obligation of the Indemnifying Party, which consent Party hereunder as to such claim shall not be unreasonably withheld, delayed include taking all steps necessary in the defense or conditionedsettlement of such claim. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is bindingentry of any judgment or settle or compromise any third-party demands, valid and enforceable against all applicable Parties). Notwithstanding the foregoingclaims, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice actions, suits or proceedings for which an Indemnitee has sought indemnification from the Indemnifying Party containing unless it shall have given such Indemnitee not less than fifteen (15) days prior written notice of the terms proposed consent, settlement or compromise, and condition afforded such Indemnitee an opportunity to consult with the Indemnifying Party regarding the proposed consent, settlement or compromise, and shall not consent to the entry of any judgment or enter into any settlement or compromise without the approval of such settlementIndemnitee. An Indemnitee shall not unreasonably withhold or delay its approval of a proposed consent, settlement or compromise; in determining whether to give its approval, an Indemnitee may consider whether the Indemnified Party shall be deemed proposed consent, settlement or compromise includes as an unconditional term thereof the giving by the claimant to have consented to such Indemnitee of a release from all liability in respect of such claim except the settlementliability satisfied by the Indemnifying Party.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-"Third Party Claim”"), a party seeking indemnification hereunder (each an “Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demandThird Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if unless (i) the Indemnifying such Third Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand Claim seeks an order, injunction or other equitable relief against the Indemnified Party, or (iiiii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand Third Party Claim or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demandThird Party Claim. The Indemnified Party shall have the right to participate in the defense of any claim or demand Third Party Claim with counsel employed at its own expense; provided, however, that, in the case of any claim or demand Third Party Claim described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demandThird Party Claim, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand Third Party Claim which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed withheld or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementdelayed.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”a) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) of If any claim or demand made by any Person other than the Purchaser or the Seller or their respective Affiliates against a Purchaser Indemnified Party or a Seller Indemnified Party, as applicable (a “Third Party Claim”) shall be brought or alleged against an indemnified party in respect of which indemnity is to be sought against an indemnifying party pursuant to Section 7.1 or Section 7.2, the indemnified party shall, promptly after receipt of notice of the commencement of such Indemnified Third Party has knowledge and as to which it may request indemnification hereunderClaim, notify the indemnifying party in writing of the commencement thereof, enclosing a copy of all papers served, if any; provided, however, that the failure to give so notify such notice indemnifying party will not affect such Indemnified Party’s rights hereunder relieve the indemnifying party from any liability that it may have to any indemnified party under Section 7.1 or Section 7.2 unless, and then solely only to the extent that, the rights of the Indemnifying Parties from whom indemnity indemnifying party is sought are actually prejudiced as a result of by such failure. The Indemnifying (b) In the event that any Third Party shall have Claim is brought against an indemnified party and it notifies the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name indemnifying party of the Indemnified Partycommencement thereof in accordance with this Section 7.3, as the case may beindemnifying party will be entitled, at the expense of the Indemnifying Partyindemnifying party’s sole cost and expense, and with counsel selected by the Indemnifying Party; providedto participate therein and, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Partyextent that it may wish, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of thereof, with counsel reasonably satisfactory to such claim or demandindemnified party (who shall not, except with the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Partyindemnified party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect counsel to the matter in controversy that is bindingindemnifying party), valid and enforceable against all applicable Parties). Notwithstanding the foregoingand, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written after notice from the Indemnifying Party containing indemnifying party to such indemnified party of its election so to assume the terms and condition of such settlementdefense thereof, the Indemnified Party shall indemnifying party will not be deemed liable to have consented to such indemnified party under this Article VII for any legal or other expenses subsequently incurred by such indemnified party in connection with the settlementdefense thereof other than reasonable costs of investigation.

Procedures for Third Party Claims. In the case The obligations and liabilities of any claim for indemnification an INDEMNIFYING PARTY under this Article X with respect to LOSSES arising from a claim THIRD PARTY CLAIMS shall be governed by and contingent upon the following additional terms and conditions: If the INDEMNIFYING PARTY acknowledges in writing its obligation to indemnify the INDEMNIFIED PARTY hereunder against any LOSSES that may result from such THIRD PARTY CLAIM, then the INDEMNIFYING PARTY shall be entitled to assume and control the defense of a third-party other than an Infringement Claim subject such THIRD PARTY CLAIM at its expense and through counsel of its choice if it gives notice of its intention to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s do so to the INDEMNIFIED PARTY within 30 days of the receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) INDEMNIFIED PARTY; provided however, that if there exists or is reasonably likely to defend and to direct the defense against any such claim or demand, in its name or exist a conflict of interest that would make it inappropriate in the name judgment of the Indemnified PartyINDEMNIFIED PARTY for the same counsel to represent both the INDEMNIFIED PARTY and the INDEMNIFYING PARTY, as then the case may beINDEMNIFIED PARTY shall be entitled to retain its own counsel in each jurisdiction for which the INDEMNIFIED PARTY determines counsel is required, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, INDEMNIFYING PARTY (provided that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party INDEMNIFYING PARTY shall not be entitled responsible for the fees and expenses of more than one counsel for all INDEMNIFIED PARTIES). In the event the INDEMNIFYING PARTY exercises the right to assume control of undertake any such defense if (i) against any such THIRD PARTY CLAIM as provided above, the Indemnifying Party INDEMNIFIED PARTY shall not have notified cooperate, and shall use its best efforts to cause its affiliates, officers, directors, employees and agents to cooperate, with the Indemnified Party of its exercise of its right to defend INDEMNIFYING PARTY in such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party defense and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not make available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shallINDEMNIFYING PARTY, at the expense of INDEMNIFYING PARTY’s expense, all witnesses, pertinent records, materials and information in the Indemnifying Party, cooperate with INDEMNIFIED PARTY’s possession or under the Indemnifying PartyINDEMNIFIED PARTY’s control, and keep shall use its best efforts to cause its affiliates, officers, directors, employees and agents to make available to the Indemnifying Party fully informedINDEMNIFYING PARTY, at the INDEMNIFYING PARTY’s expense, all witnesses, pertinent records, materials and information the possession or under the control of any of them, relating thereto as is reasonably required by the INDEMNIFYING PARTY. Similarly, in the event the INDEMNIFIED PARTY is conducting the defense of against any such claim or demand. The Indemnified Party THIRD PARTY CLAIM, the INDEMNIFYING PARTY shall have cooperate, and shall use its best efforts to cause its affiliates, officers, directors, employees and agents to cooperate, with the right INDEMNIFIED PARTY in such defense and make available to participate the INDEMNIFIED PARTY, at the INDEMNIFYING PARTY’s expense, all such witnesses, records, materials and information in the defense INDEMNIFYING PARTY’s possession or under the INDEMNIFYING PARTY’s control, and shall use its best efforts to cause its affiliates, officers, directors, employees and agents to make available to the INDEMNIFIED PARTY, at the INDEMNIFYING PARTY’s expense, all witnesses, records, materials and information in the possession or under the control of any claim or demand with counsel employed at its own expense; providedof them, however, that, in relating thereto as is reasonably required by the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of INDEMNIFIED PARTY. No such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall THIRD PARTY CLAIM may be settled by the Indemnified Party INDEMNIFYING PARTY without the prior written consent of the Indemnifying PartyINDEMNIFIED PARTY; provided, which however, that if the INDEMNIFIED PARTY does not consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any to such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if a settlement and such settlement is accompanied by a document releasing involves solely monetary damages, then in no event may the Indemnified Party from all INDEMNIFYING PARTY’s liability to the INDEMNIFIED PARTY with respect to such THIRD PARTY CLAIM exceed the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding amount of the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the proposed settlement.

Procedures for Third Party Claims. In (a) Promptly after the case receipt by any Indemnified Party of a notice of any claim for indemnification arising from a claim of a third-claim, action, suit or proceeding by any third party other than an Infringement Claim that may be subject to Section 13.3 above (a “Third-indemnification hereunder, such Indemnified Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt notice of such claim or demandto the Indemnifying Party stating the nature and basis of the claim and the amount thereof, to the party from which indemnity is sought (each an “Indemnifying Party”) extent known, along with copies of any the relevant documents evidencing the claim and the basis for indemnification sought. Delay in or demand failure of which such the Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will shall not affect such Indemnified Party’s rights hereunder unlessrelieve the Indemnifying Party from liability on account of this indemnification, except if and then solely to the extent that, the rights of that the Indemnifying Parties from whom indemnity Party is sought are actually prejudiced as a result of such failurethereby. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) 30 days after receiving from receipt of any such notice from the Indemnified Partyof claim (i) to defend and give written notice to direct assume the defense against any such thereof and thereby admit to its liability for indemnification hereunder or to otherwise admit to its liability for indemnification hereunder or (ii) to dispute the claim or demand, in its name or in the name of indemnification of the Indemnified Party, as . If written notice to the case may be, at effect set forth in clause (i) of the expense of immediately preceding sentence is given by the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to assume the defense of the Indemnified Party against the third-party claim with counsel of its choice reasonably satisfactory to the Indemnified Party. So long as the Indemnifying Party has assumed the defense of the third-party claim in accordance herewith, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the third-party claim, (B) the Indemnified Party will not file any claim papers or demand with counsel employed at its own expense; provided, however, that, in consent to the case entry of any claim judgment or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations enter into any settlement with respect to any such the third-party claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying PartyParty (not to be withheld or delayed unreasonably), which consent shall not be unreasonably withheld, delayed or conditioned. The and (C) the Indemnifying Party shall will not settle consent to the entry of any such judgment or enter into any settlement with respect to the third-party claim without the prior written consent of the Indemnified Party (not to be withheld or delayed unreasonably). In the event that the Indemnifying Party fails to assume the defense, appeal or settlement of the third-party claim within the thirty-day period described in this Section, the Indemnified Party shall have the right to undertake the defense or appeal of such third-party claim on behalf of, and for the account and risk of, the Indemnifying Party, and the Indemnifying Party shall also be responsible for the reasonable fees and expenses of one counsel for the Indemnified Party. In no event shall the Indemnified Party compromise or settle any third-party claim without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheldwithheld or delayed). Subject to the other provisions of this Agreement, delayed Indemnified Parties and Indemnifying Parties shall use commercially reasonable efforts to minimize Adverse Consequences from claims by third parties and shall act in good faith in responding to, defending against, settling or conditioned if otherwise dealing with such settlement is accompanied by a document releasing claims. Indemnified Parties and Indemnifying Parties shall also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party shall have assumed the defense, such party shall not be obligated to indemnify the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the hereunder for any settlement within five (5) Business Days of receipt of a written notice from entered into without the Indemnifying Party containing the terms and condition of such settlementParty's prior written consent, the Indemnified Party which consent shall not be deemed to have consented to the settlementunreasonably withheld or delayed.

Procedures for Third Party Claims. (a) In the case of any claim for indemnification arising from a claim of or by a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-Third Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunderhereunder describing in reasonable detail the facts giving rise to any claim for indemnification hereunder and the amount or method of computation of the amount of such claim (if known); provided, however, that the failure to give such notice will shall not affect relieve any Indemnifying Party of such Indemnified Indemnifying Party’s rights hereunder unlessindemnification obligation hereunder, and then solely except to the extent that, the rights of such failure results in material prejudice to the Indemnifying Parties from whom indemnity is sought are prejudiced Party with respect to such claim. The Indemnified Party shall provide the Indemnifying Party with reasonable access to its personnel, properties, books and records, and such other information as the Indemnifying Party may reasonably request, for the purpose of allowing the Indemnifying Party a result of reasonable opportunity to verify any such failureThird Party Claim. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demandThird Party Claim, in its name or in the name of the Indemnified Party, as the case may be, with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, at the expense of the Indemnifying Party, including counsel fees and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the expenses. The Indemnified Party shall have reasonably concluded the right to participate in the defense of any Third Party Claim with counsel employed at its own expense; provided, however, that in the case of any Third Party Claim that names both the Indemnified Party and the Indemnifying Party and representation of both Parties by the same counsel is determined by qualified counsel to be inappropriate because (xi) one or more legal defenses available to such Indemnified Party is different from or additional to those available to the Indemnifying Party or (ii) there is a an actual or potential conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Third Party Claim, then such Indemnified Party has one or more defenses not available may employ separate counsel to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute represent or defend it in any such Third-Third Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, be responsible for the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Partycounsel. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from If the Indemnifying Party containing assumes the terms and condition defense of such settlementany Third Party Claim, the Indemnified Party shall be deemed to have consented reasonably cooperate with the Indemnifying Party in such defense and make available to the settlementIndemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above third party, including without limitation a claim for Taxes (a “Third-Third Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demandThird Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if unless (i) the Indemnifying such Third Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand Claim seeks an order, injunction or other equitable relief against the Indemnified PartyParty and it is reasonably necessary for the Indemnified Party to utilize its own counsel either due to time demands or the nature of the relief sought, or (iiiii) the Indemnified Party shall have reasonably concluded that (x) there is a an actual conflict of interest between arising from the counsel chosen by the Indemnifying Party to represent the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Third Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demandThird Party Claim. The Indemnified Party shall have the right to participate in the defense of any claim or demand Third Party Claim with counsel employed at its own expense; provided, however, that, in the case of any claim or demand Third Party Claim described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demandThird Party Claim, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand Third Party Claim which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed. The No Third Party Claim may be settled by the Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheldParty, delayed or conditioned if unless such settlement is accompanied by a document releasing shall include an unconditional release of the Indemnified Party from any and all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition Liabilities arising out of such settlement, the Indemnified Party shall be deemed to have consented to the settlementclaim.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-Third Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are materially prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects they elect to exercise such right, shall to do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, provided that the Indemnifying Party shall be entitled to assume control of the defense of such action only if to the extent the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses the full amount of any Damages resulting from such Third-Third Party Claim; and provided further provided; further, that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right taken any action to defend such Third-Party third party claim within such twenty (20) day period; (ii) such claim or demand seeks an Order, injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Third Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if ) and such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties)parties. Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days 48 hours of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlement.

Procedures for Third Party Claims. In Promptly after receipt by an Indemnified Party of notice by a third party of a threatened or filed complaint or the case threatened or actual commencement of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject audit, investigation, action or proceeding with respect to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) of any claim or demand of which such Indemnified Party has may be entitled to receive payment from the other Party for any Loss, such Indemnified Party shall provide written notification to Buyer, on the one hand, or Seller, on the other hand, whoever is the appropriate indemnifying Party hereunder (the "Indemnifying Party"), within five (5) days after the Indemnified Party's knowledge and as to which it may request indemnification hereunderof threatening or filing of such complaint or knowledge of the threatened or actual commencement of such audits, investigation, action or proceeding; provided, however, that the failure to give so notify the Indemnifying Party shall relieve the Indemnifying Party from liability under this Agreement with respect to such notice will not affect such Indemnified Party’s rights hereunder unlessclaim only if, and then solely only to the extent that, the rights of such failure to notify the Indemnifying Parties from whom indemnity is sought are prejudiced as a result Party results in (i) the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such failureclaim or (ii) material prejudice to the Indemnifying Party with respect to such claim. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so upon written notice delivered to the Indemnified Party within twenty thirty (2030) days after receiving thereafter, to assume the defense of such notice complaint, audit, investigation, action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the reasonable fees and disbursements of such counsel. If the Indemnifying Party declines or fails to assume the defense of the audit, investigation, action or proceeding on the terms provided above within such thirty (30) day period, however, the Indemnified Party may employ counsel to represent or defend it in any such audit, investigation, action or proceeding and, if the Indemnifying Party agrees that such audit, investigation, action or proceeding is a matter with respect to which the Indemnified Party is entitled to receive payment from the Indemnifying Party for the Loss in question, the Indemnifying Party will pay the reasonable fees and disbursements of such counsel as incurred; provided, however, that the Indemnifying Party will not be required to pay the fees and disbursements of more than one (1) counsel for all Indemnified Parties in any jurisdiction in any single audit, investigation, action or proceeding. In any audit, investigation, action or proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party) , whichever is not assuming the defense of such action, shall have the right to defend participate in such matter and to direct the defense against any retain its own counsel at such claim Party's own expense. The Indemnifying Party or demand, in its name or in the name of the Indemnified Party, as the case may be, shall at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that all times use Commercially Reasonable Efforts to keep the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) as the Indemnified Party shall have case may be, reasonably concluded that (x) there is a conflict apprised of interest between the Indemnified Party and the Indemnifying Party in the conduct status of any matter the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available which they are maintaining and to the Indemnifying Party, (iv) such claim relates cooperate in good faith with each other with respect to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense of any claim such matter. No Indemnified Party may settle or demand with counsel employed at its own expense; provided, however, that, in the case of compromise any claim or demand described in clause (i) or (ii) consent to the entry of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations any judgment with respect to any such claim or demand which shall be settled by the Indemnified Party indemnification is being sought hereunder without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlement.

Procedures for Third Party Claims. In (a) Promptly after the case receipt by any Indemnified Party of a notice of any claim for indemnification arising from a claim of a third-claim, action, suit or proceeding by any third party other than an Infringement Claim that may be subject to Section 13.3 above (a “Third-indemnification hereunder, such Indemnified Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt notice of such claim or demandto the indemnifying party hereunder (the "Indemnifying Party"), ------------------ stating the nature and basis of the claim and the amount thereof, to the party from which indemnity is sought (each an “Indemnifying Party”) extent known, along with copies of any the relevant documents evidencing the claim or demand and the basis for indemnification sought. Failure of which such the Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will shall not affect such Indemnified Party’s rights hereunder unlessrelieve the Indemnifying Party from liability on account of this indemnification, except if and then solely to the extent that, the rights of that the Indemnifying Parties from whom indemnity Party is sought are actually prejudiced as a result of such failurethereby. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct assume the defense against any such claim or demand, in its name or in the name of the Indemnified Party, Party against the third party claim. So long as the case may be, at Indemnifying Party has assumed the expense defense of the Indemnifying Partythird party claim in accordance herewith and notified the Indemnified Party in writing thereof, (i) the Indemnified Party may retain separate co-counsel at its sole cost and with counsel selected by expense and participate in the Indemnifying Party; provideddefense of the third party claim, that it being understood the Indemnifying Party shall be entitled pay all costs and expenses of counsel for the Indemnified Party for all periods prior to assume control of such time as the Indemnifying Party has notified the Indemnified Party that it has assumed the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; third party claim, (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim not file any papers or demand or (y) the Indemnified Party has one or more defenses not available consent to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall have the right to participate in the defense entry of any claim judgment or demand with counsel employed at its own expense; provided, however, that, in the case of enter into any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations settlement with respect to any such the third party claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall Party (not to be unreasonably withheld, delayed withheld or conditioned. The delayed) and (iii) the Indemnifying Party shall will not settle consent to the entry of any such judgment or enter into any settlement with respect to the third party claim without the prior written consent of the Indemnified Party (not to be unreasonably withheld or delayed). The parties shall use commercially reasonable efforts to minimize Losses from claims by third parties and shall act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The parties shall also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party shall have assumed the defense, such party shall not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into without the Indemnifying Party's prior written consent, which consent shall not be unreasonably withheld, delayed withheld or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementdelayed.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-"Third Party Claim”"), a party seeking indemnification hereunder (each an “Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demandThird Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if unless (i) the Indemnifying such Third Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand Claim seeks an order, injunction or other equitable relief against the Indemnified Party, or (iiiii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand Third Party Claim or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demandThird Party Claim. The Indemnified Party shall have the right to participate in the defense of any claim or demand Third Party Claim with counsel employed at its own expense; provided, however, that, in the case of any claim or demand Third Party Claim described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demandThird Party Claim, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand Third Party Claim which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheldwithheld or delayed. Notwithstanding anything to the contrary in this Section 9.3, delayed subject to the provisions of Section 6.25 hereof, Opco and Purchaser shall have the right to control all claims, proceedings, suits or conditioned. The Indemnifying other actions subject to indemnification by the Counsel Entities under Section 9.2.1(xiv), including the selection of legal counsel, provided that the Counsel Entities shall have the right to participate in such Third Party Claim with legal counsel at its own expense, shall not settle any be kept advised of developments and shall cooperate with Opco and Purchaser therein, and no such claim Third Party Claim may be settled by Opco or Purchaser without the prior written consent of the Indemnified Party (Counsel Entities' consent, which consent shall not be unreasonably withheld, delayed withheld or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementdelayed.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-"Third Party Claim”"), a party seeking indemnification hereunder (each an “Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demandThird Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if unless (i) the Indemnifying such Third Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand Claim seeks an order, injunction or other equitable relief against the Indemnified Party, or (iiiii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand Third Party Claim or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demandThird Party Claim. The Indemnified Party shall have the right to participate in the defense of any claim or demand Third Party Claim with counsel employed at its own expense; provided, however, that, in the case of any claim Third Party Claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demandThird Party Claim, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim Third Party Claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed. The Any settlement of any such Third Party Claim or demand made by the Indemnifying Party shall include a complete release and discharge of each Indemnified Party or if not settle any such claim without so included, shall require the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementParty.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-"Third Party Claim”"), a party seeking indemnification hereunder (each an “Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demandThird Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if except where (i) the Indemnifying such Third Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand Claim seeks an order, injunction or other equitable relief against the Indemnified PartyParty and it is reasonably necessary for the Indemnified Party to utilize its own counsel either due to time demands or the mature of the relief sought, or (iiiii) counsel for the Indemnified Party shall have reasonably concluded that (x) there is a an actual conflict of interest between arising from the counsel chosen by the Indemnifying Party representing the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Third Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demandThird Party Claim. The Indemnified Party shall have the right to participate in the defense of any claim or demand Third Party Claim with counsel employed at its own expense; provided, however, that, in the case of any claim or demand Third Party Claim described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the timely defense of such claim or demandThird Party Claim, the reasonable fees and disbursements of such the Indemnified Party's counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand Third Party Claim which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed withheld or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementdelayed.

Procedures for Third Party Claims. 8.3.1 In the case of any claim for indemnification arising from a claim Claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-"Third Party Claim”"), a party seeking indemnification hereunder (each an “Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand Claim of which such Indemnified Party has knowledge knowledge, and as to which it may request indemnification hereunder, specifying (to the extent known) the amount of such Claim and any relevant facts and circumstances relating thereto; provided, however, that any failure to give such prompt notice or to provide any such facts and circumstances will not affect such waive any rights of the Indemnified Party’s rights hereunder unless, and then solely except to the extent that, that the rights of the Indemnifying Parties from whom indemnity is sought Party are actually prejudiced as a result of such failurethereby. The Indemnifying Party shall have the right (and and, if it elects to exercise such right, shall to do so by written notice within twenty (20) 30 days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demandThird Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if unless (ia) the -105- EXECUTION COPY -------------- Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right taken any action to defend such Third-Third Party claim Claim within such twenty (20) 30-day period; , or (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iiib) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Third Party Claim. Notwithstanding anything in this Agreement to the contrarycontrary (other than the last sentence of this Section 8.3.1), the Indemnified Party shall, at the expense of and the Indemnifying Party, Party shall cooperate with the Indemnifying Party, each other and keep the Indemnifying Party other party fully informed, informed in the defense of such claim or demandThird Party Claim. The Indemnified Party shall have the right to participate in the defense of any claim or demand Third Party Claim with counsel employed at its own expense; provided, however, that, in the case of any claim or demand Third Party Claim described in clause (ib) or (ii) of the second preceding sentence above or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demandThird Party Claim within such 30-day period, the reasonable fees and disbursements of such Indemnified Party's counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand Third Party Claim which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlement.

Procedures for Third Party Claims. In The indemnification obligations set forth in this Section will not apply unless the case party claiming indemnification: (a) notifies the other promptly in writing of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, to the party from which indemnity is sought (each an “Indemnifying Party”) of any claim or demand matters in respect of which such Indemnified Party the indemnity may apply and of which the notifying party has knowledge knowledge, in order to allow the indemnitor the opportunity to investigate and as to which it may request indemnification hereunderdefend the matter; provided, however, that the failure to give such notice so notify will not affect such Indemnified Party’s rights hereunder unless, only relieve the indemnitor of its obligations under this Section 13 if and then solely to the extent that, that the rights of indemnitor is prejudiced thereby; and (b) gives the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have other party full opportunity to control the right (response thereto and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against thereof, including any agreement relating to the settlement thereof; unless such claim settlement would result in a finding or demandadmission that the indemnitee violated any applicable law, rule or regulation, in its name or in which case the name of the Indemnified Partyindemnitee's approval will be required and provided, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; providedhowever, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if (i) the Indemnifying Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand seeks an injunction or other equitable relief against the Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense of such claim or demand. The Indemnified Party shall indemnitee will have the right to participate in any legal proceeding to contest and defend a claim for indemnification involving a third party and to be represented by legal counsel of its choosing, all at the defense of any claim or demand with counsel employed at its own indemnitee's cost and expense; provided. However, however, that, in if the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as indemnitor fails to which the Indemnifying Party shall not in fact have employed counsel to promptly assume the defense of such claim or demandthe claim, the reasonable fees and disbursements of such counsel shall be Party entitled to indemnification may assume the defense at the indemnitor's cost and expense. The indemnitor will not be responsible for any settlement or compromise made without its consent, unless the indemnitee has tendered notice and the indemnitor has then refused to assume and defend the claim and it is later determined that the indemnitor was liable to assume and defend the claim. The indemnitee agrees to cooperate in good faith with the indemnitor at the request and expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementindemnitor.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-third party other than an Infringement Claim subject to Section 13.3 above (a “Third-Third Party Claim”), a party seeking indemnification hereunder (each an “Indemnified Party”) Party shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party from which indemnity is sought (each an “Indemnifying Party”) Party of any claim or demand of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demandThird Party Claim, in its name or in the name of the Indemnified Party, as the case may be, at the expense of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of such defense if unless (i) the Indemnifying such Third Party shall not have notified the Indemnified Party of its exercise of its right to defend such Third-Party claim within such twenty (20) day period; (ii) such claim or demand Claim seeks an order, injunction or other equitable relief against the Indemnified Party, Party or (iiiii) the Indemnified Party shall have reasonably concluded that (x) there is a conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand Third Party Claim or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, (i) the Indemnified Party shall, at the expense of the Indemnifying Party, cooperate with the Indemnifying Party, Party and keep (ii) the Indemnifying Party shall keep the Indemnified Party fully informed, in informed of the defense of such claim or demandthe Third Party Claim. The Indemnified Party shall have the right to participate in the defense of any claim or demand Third Party Claim with counsel employed at its own expense; provided, however, that, in the case of any claim Third Party Claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demandThird Party Claim, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations with respect to any such claim Third Party Claim or demand which shall be settled by the Indemnified Party without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed withheld or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified Party fails to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlement, the Indemnified Party shall be deemed to have consented to the settlementdelayed.

Procedures for Third Party Claims. In the case of any claim for indemnification arising from a claim of a third-party other than an Infringement Claim subject to Section 13.3 above (a “Third-Party Claim”), a party Each Person seeking indemnification hereunder under this Article IV (each an the “Indemnified Party”) shall give prompt written notice, following such Indemnified Party’s receipt of such claim or demand, notice to the party Person from which indemnity whom indemnification is sought (each an the “Indemnifying Party”) of the assertion of any claim or demand the commencement of which any Action by any third party (“Third Party Claim”), provided, however, that the failure to give such notification will not affect the indemnification provided hereunder unless the Indemnifying Party is materially prejudiced by such failure, and then only to the extent of such prejudice. Upon receipt of such notice of a Third Party Claim, the Indemnifying Party will have the right to assume the defense of such Third Party Claim using counsel of its choice reasonably satisfactory to the Indemnified Party has knowledge and as to which it may request indemnification hereunderParty; provided, however, that failure to give such notice will not affect such Indemnified Party’s rights hereunder unless, and then solely to the extent that, the rights of the Indemnifying Parties from whom indemnity is sought are prejudiced as a result of such failure. The Indemnifying Party shall have will obtain the right (and if it elects to exercise such right, shall do so within twenty (20) days after receiving such notice from the Indemnified Party) to defend and to direct the defense against any such claim or demand, in its name or in the name prior written consent of the Indemnified PartyParty (which may not be unreasonably withheld, as delayed or conditioned) before entering into any settlement or compromise of such Third Party Claim or permit a default or consent to entry of any judgment. Notwithstanding the case may beforegoing, at the expense consent of the Indemnifying Party, and with counsel selected by the Indemnifying Party; provided, that the Indemnifying Party shall be entitled to assume control of the defense of such action only if the Indemnifying Party acknowledges in writing its indemnity obligations and assumes and holds the Indemnified Party harmless from and against all Losses resulting from such Third-Party Claim; and provided further that the Indemnifying Party shall not be entitled to assume control of required for any such defense settlement if (i) the sole relief provided is monetary damages that are paid in full by any Indemnifying Party, and (ii) the settlement includes an unconditional release of such Indemnified Party shall and its Affiliates from all Liability relating to claims that are the subject matter of the Third Party Claim and does not have notified include any statement as to or any admission of fault, culpability or failure to act by or on behalf of any Indemnified Party or its Affiliates. In the event the Indemnified Party of its exercise of its right reasonably concludes that there may be legal defenses available to defend such Third-Party claim within such twenty (20) day period; (ii) such claim it that are different from or demand seeks an injunction or other equitable relief against in addition to those available to the Indemnified Indemnifying Party, (iii) the Indemnified Party shall have reasonably concluded that (x) or there is a otherwise an actual or potential conflict of interest between the Indemnified Party and the Indemnifying Party in the conduct of the defense of such claim or demand or (y) the Indemnified Party has one or more defenses not available to the Indemnifying Party, (iv) such claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, or (v) the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third-Party Claim. Notwithstanding anything in this Agreement to the contrary, the Indemnified Party shallwill have the right, at the expense of the Indemnifying Party’s reasonable expense, cooperate with to select separate counsel and to otherwise separately defend itself but will not consent to the Indemnifying Party, and keep the Indemnifying Party fully informed, in the defense entry of such claim a judgment or demand. The Indemnified Party shall have the right to participate in the defense of enter into any claim or demand with counsel employed at its own expense; provided, however, that, in the case of any claim or demand described in clause (i) or (ii) of the second preceding sentence or as to which the Indemnifying Party shall not in fact have employed counsel to assume the defense of such claim or demand, the reasonable fees and disbursements of such counsel shall be at the expense of the Indemnifying Party. The Indemnifying Party shall have no indemnification obligations settlement with respect to any such claim or demand which shall be settled by the Indemnified Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall will not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned if such settlement is accompanied by a document releasing the Indemnified Party from all liability with With respect to the matter in controversy that is binding, valid and enforceable against all applicable Parties). Notwithstanding the foregoing, if the Indemnified any Third Party fails Claim subject to object to the settlement within five (5) Business Days of receipt of a written notice from the Indemnifying Party containing the terms and condition of such settlementindemnification under this Agreement, the Indemnified Party shall be deemed agrees to have consented cooperate and cause its Affiliates to cooperate in good faith with the settlementIndemnifying Party in connection with the defense of such Third Party Claim.